The Guidance and Patronage of Trixie
by LoungeLizard
Summary: Sweetie Belle, alone and dejected, comes across The Great and Powerful Trixie, ostracized for her prior misdeeds involving the Ursa Minor. Trixie becomes Sweetie Belle's tutor, giving Sweetie  and perhaps herself   both the guidance and company she needs.
1. Chapter 1

_Three young fillies, two mares, and one stallion waited near the only train platform in Hoofington. The train sat idle on the track, its many operators checking over the vehicle and preparing it for its regular cross-Equestria journey to the frontier town of Appleoosa. A myriad of other ponies waited for the train to be ready along with the aforementioned six, but they all kept clear of the three rambunctious blank-flanked fillies of the group. _

_Having thoroughly explored the train station and platform within a few minutes of arrival, the three fillies had dedicated the next two hours to attempting to find their special talents via the most creative havoc possible, much to the dismay of their guardians. The list of talents they had tested had included numerous things ranging from luggage inspectors, train track renovators, roadside shoe-shiners, flagpole operators, flagpole repairponies, and lost change finders. Only the last had yielded any return, in the form of 5 copper bits being exchanged for one bag of barbecue carrot chips at the concessions stand, but to the great disappointment of the three, still no cutie marks._

"_CUTIE MARK CRUSADERS ENVIRONMENTAL ACTIVISTS! YAY!"_

"_Take that, evil empty chip bag! You will not pollute the ground today with your non-biodegradable foil wrapping!"_

"_Excuse me ma'am? Ah'd like to take jus' a moment of your time this fine afternoon to discuss your carbon hoofprint... what size horseshoes are those anyhow?"_

"_...I guess this is kind of like a crusade, but this isn't gonna get me any closer to Rainbow Dash."_

"_Okay girls! Ah think it's 'bout time y'all got yourselves over here an' said your goodbyes! Th' trains about to leave and I think it's best you be getting you on it, little missy."_

"_I told you sis, stop calling me that already! I -am- a big pony!"_

"_What-? But Rainbow Dash! We haven't tried getting a cutie mark for ticket scalping yet!"_

"_C'mon pipsqueak, there's gonna be plenty of opportunities for you to earn a REAL cutie mark with me once we get to flight camp okay? And besides, I think Applebloom and Big Mac need those tickets, right big guy?"_

"_Ee-yup."_

"_You too Sweetie Belle, say g'bye and the like to your fellow crusaders so they can all get movin' along. We shouldn't keep 'em waitin', you know."_

_The young unicorn walked forward with her head hung low and ears folded as her two close friends turned back towards her, but she said nothing._

"_C'mon Sweetie Belle, don't be like that. I know yah can't come with us... but we need one crusader to stay behind and protect Ponyville. Besides, Appleoosa is like the most borin' place to try to earn your cutie mark in. It's all dirt 'n cactus."_

"_Yeah, we need you stay behind and tell us if anything cool happened while we were gone! It's too bad Rarity wouldn't tell you how to cast that super radical spell that gives you wings, then you could come to flight camp with me and Rainbow Dash and earn a super awesome cutie mark for being like... the first unicorn to fly!"_

"_Uh... Scootaloo, if Rarity had wings then she already WOULD be the first unicorn tah fly, ya'know."_

"_Oh... right."_

_The young unicorn opened her mouth as if to talk, but still did not respond. She stood there quietly, sniffling as she tried to hold back tears that threatened break free. The toot of the train whistle signaled that their time was coming to an end._

"_I just don't want... and without you t-two I'm alone and-"_

"_Sweetie Belle... when we come back we'll all be crusaders again, ah promise! Even if we somehow get our cutie marks, we'll make it th' crusader mission to find yours."_

"_Yeah! And crusaders never break a promise!"_

"_*sniffle* ...thanks girls. I'll try my best."_

"_APPLEBLOOM! Git your rump on over here and hop into the caboose with your big brother! Train's a-leavin'!"_

_The three fillies pulled each other close. hugging into the neck of the next before the friends finally parted. One went to the train, one to her pegasus idol waiting in the sky, and the last waited behind on the platform._

"_Big Mac?"_

"_Yes, AJ?_

"_I shouldn't need to warn you like last time. You. Behave. Yourself. You got that?"_

"_E-... ee-yup."_

"_And Applebloom? Keep an eye on your big brother for me, make sure he gets into no trouble."_

"_...yes, sis."_

"_Good, now get on the train and have fun in Appleoosa, and say howdy to your cousin Braeburn for me."_

_The young unicorn filly waved one hoof goodbye to her closest friends as they began to grow distant across land and sky, a small stream of tears running off her cheeks as they vanished into the horizon. She was the only one left, alone._

"_It'll be okay sugarcube. They'll only be gone for a month, ya'know."_

"_... I know, Miss Applejack."_

"_Good. Now dry those tears and let's run on home to Ponyville. Rarity said she's gonna be busy all night, so I'll take care of dinner for ya. C'mon, I'll make ah nice big apple pie for ya when we get there."_

"**The Guidance and Patronage of Trixie"**

Chapter 1

An MLP:FiM fanfiction by Lounge_Lizard

(Characters: Sweetie Belle, Trixie, Applejack, Rarity)

(Revision v1.2 - 10/11/2011)

Sweetie Belle sighed, her mind slowly drawing itself back from dreamland as she woke from her nap inside the clubhouse on the edge of Sweet Apple Acres. The unicorn filly sleepily opened her emerald eyes and glanced across her back towards her flank before letting them close again, the pink and purple curls of her mane unmoved in the warm stale air as she lay where she was.

"I guess taking naps every day isn't my special talent either..." she muttered apathetically to herself. She didn't want to wake up, or even open her eyes. She hadn't needed to today or after any of her naps she had taken in the Cutie Mark Crusader clubhouse over the six days that had passed since returning from the Hoofington train station. With the other crusaders gone, Sweetie Belle found the days she had once filled with their adventures to be empty and lonely.

Eventually the stale air and rising heat inside the clubhouse became too much for the young unicorn to rest anymore. With a quiet groan she rose from the tall pile of pillows and cushions she had collected in the corner of clubhouse for just such a function, knocking a few aside onto the bare floor. She blinked away the fuzziness in her eyes as she nudged the door open with her chin and stepped out into the warm late summer air.

It was a bit past noon, and the heat always made it impossible for Sweetie Belle to sleep much later than this on most days. The few other fillies and colts in Sweetie's class usually went right home after school ended in the late morning. Foal-sitting would be a more appropriate term, however, as school was technically out for summer. Many families took the chance to take vacations or send their children off to summer camps, leaving Ponyville much quieter this time of year.

Sweetie Belle carefully hopped down from the ramp that extended the yellow clubhouse before continuing her walk down the slope of the hill to the small creek that ran through this part of the apple orchard. The cool water and breeze made it a much better location than the inside of the clubhouse at this time of day. Finding her usual spot under the shade, Sweetie Belle flopped down hard on the grass with a grunt.

Sweetie Belle sighed as she let herself fall to the side, the grass rustling under her as she rolled onto her back and stared up at the sky through the branches . The young unicorn held up her front hoof, looking past it into the air. The minutes passed as she gestured meaninglessly at clouds passing by. Eventually her leg began to tingle, numbness creeping into the limb held out before her. Sweetie grimaced bitterly, letting her hoof drop limply back to her side.

"I hate you, sis..."

"_For the last time, NO! I'm not sending you to Unicorn Camp! You're far too young!" The white unicorn shouted in frustration. her normally prim and pampered purple curls a disheveled wreck. Carousel Boutique's interior had been turned into a chaotic and ugly mess, indicative of the nature of the hours-long fight between the two sisters._

"_But this isn't FAIR! I want to learn how to use magic so I can be like you, sis! I just want to try to help for once, to be somepony important! Why won't you LET ME!" The other unicorn shrieked back, anger and frustration coloring her tear-stained cheeks as she stood in the center of the wreckage she had caused. Her breathing grew ragged between her clenched teeth as an angry scream built in her throat. Taking an overturned stool in her teeth, the fully hurled it across the room at her sister with as much strength as her young body could muster. The stool crashed into a glass-windowed cabinet a few feet from Rarity, shattering the fragile barrier and sending its contents spilling out onto the floor to join the rest of the growing swath of destruction. Dye from broken bottles leaked out onto torn fabric bolts, a sewing machine lay smashed on the floor where it had fallen, and dress-forums lay toppled from where the older unicorn had tried and failed to physically restrain the younger from the ongoing tantrum._

_The older unicorn flipped her mane back and did her best to ignore the outburst, long since past her earlier shrieking hysterics at the reckless vandalism of her younger sister. "I'm sorry your friends are all leaving for the summer without you, but this isn't about fairness, Sweetie. I simply cannot let you go if you can't cast a single spell or even turn a page! You don't even know what your special talent is, and nopony can hope to teach you anything if even **you** don't know yourself what it is you are meant to do with your magic! I'm not going to fight with you any more, dearie. You're just not ready for this, and THAT. IS. FINAL."_

_The small filly's expression began to change almost instantaneously, the defiance and anger that once colored her face melting into despair and hurt. Her body began to shudder as she broke down, tears streaming from her pleading eyes. "W-why..? It's n-not my fault I can't cast any stupid magic! I just want you to see th-that I'm not s-stupid! Why don't you ever SEE THAT? I'm n-never going to be good enough for you just b-b-because I don't have- because... because I don't have my c-cutie mark! I'm not good enough for ANYPONY! Because I-I'm just a STUPID BLANK FLANK!"_

"_Sweetie, no! I didn't mean-!"_

"_I HATE YOU!"_

"Why does it have to be like that..." Sweetie Belle muttered half-heartedly to herself as she reminisced. It was too long ago for her to still feel as hurt as she had been that evening, but Sweetie and Rarity hadn't exchanged more than few words since the fight. There had been no apologies, no sisterly love to make up for the pain, nothing. Just a wall of silence between the two unicorn sisters. Sweetie Belle felt numb, apathetic.

Still, not being able to go to Unicorn Camp like most of the other fillies with their cutie marks had hurt too. Sweetie had tried many times to do something with her magic, but she could never do more than make her horn glow no matter how much she strained. Sweetie Belle's pleading in the weeks leading up to summer vacation had convinced her sister Rarity to ask around for anypony who could possibly teach her sister or find out if something was wrong. Even Twilight Sparkle had tried working with Sweetie Belle, but nothing had helped. Twilight had suggested that if she was having trouble doing even simple magic, like picking up small objects or making a light with her horn, then her special talent was probably something very subtle or different in some way than most ponies... or maybe she was just a slow learner. Going to Unicorn Camp wouldn't help unless she could already show some magical aptitude.

After the fight in the boutique, Rarity had talked to Applejack and asked her to watch over Sweetie Belle for a while so they both had some space apart from each other to calm down. Applejack understood, and after taking the three crusaders to the Hoofington train station she had brought Sweetie back to stay on the farm. Sweetie had asked to stay at the clubhouse on the outskirts of the Apple family orchards instead of in the Apple family home, and Applejack understood and respected that. She came by a few times a day to see how Sweetie was doing, and let her know that if she needed anything she could always come to her. Otherwise she let Sweetie Belle have her privacy while she stayed at the clubhouse.

Sweetie Belle shuffled uncomfortably, her hip growing steadily sore the longer she lay by the bank. With a feminine grunt the filly rolled off her back and slowly stood up on all hooves again, taking a moment to shake out the loose grass that had gathered in her coat. She couldn't stay inactive for that many hours of napping and introspection without becoming restless, even if she had nothing better to do. Stretching the soreness out of each leg, the filly hopped down from the bank into the shallow stream for a quick drink.

She had only just begun to get a mouthful of water before she heard a far off shriek and the sound of splashing coming somewhere farther up the creek. The noise made her jump; Applejack wouldn't have been working on this edge of the orchard without letting Sweetie Belle know, and it wasn't yet time for the apple harvest for there to be any hired help around. She waited to hear if there was any other noise, but after listening for a few moments heard nothing.

"What was that?" Sweetie Belle wondered out loud. "Maybe... somepony is in trouble at the creek? Maybe somepony dropped something important in the water... or doesn't know how to swim and started drowning!" She began to charge off in the direction of the shriek, only to skid to a halt a few seconds later. "Oops, I forgot!" Sweetie Belle said as she turned around and run back into the clubhouse.

Emerging with her signature Cutie Mark Crusader cape tied around her neck, Sweetie struck a pose with her front hoof in the air and a confident heroic smile on her face.

"Cutie Mark Crusaders Apple-family orchard creek-drowning victim rescue tea-! Oh, forget it. It's just me anyway..." She said, her enthusiasm in announcing the latest Crusader mission lessened by the absence of her two friends.

Sweetie Belle galloped as fast as her little legs could carry her, following the creek in the direction of the cry she had heard just a few moments earlier. At a bend in the creek Sweetie came upon one of the most unusual things had seen, which was saying a lot considering she lived in the same town as Pinkie Pie.

A unicorn mare with an azure coat and light grey-blue mane stood unmoving in the center of the small stream, head submerged into one of the few deep sections of running water. On her flank was a wand with a star at the tip and a swirl of sparkling dust trailing down. Air bubbles surfaced as the other pony made some sort of odd gargling noise under the water.

Sweetie Belle approached carefully, glancing momentarily at the flowing purple cape adorned with a star pattern and wizard's hat laying discarded on the grass nearby, looking quite worn and dirty as if they hadn't seen care in a long time. Clearing her throat, Sweetie Belle reared up on her small back legs and struck as tall a pose as she could for a filly of her size and announced herself.

"Have no fear! I am Sweetie Belle of the Cutie Mark Crusaders, and I am here to rescue you!"

The other unicorn did not respond, her head still held under the water, leaving Sweetie Belle to glance around awkwardly. Shaking off the slight wave of embarrassment, Sweetie coughed loudly to draw the other pony's attention and resumed her pose.

"I _said_, I am Sweetie Belle! I am here to save... um... ? Miss... ? Are you drowning?"

Suddenly the blue unicorn's ears twitched and she shot up out of the water, gasping for breath. The sudden motion flung a spray of droplets at Sweetie Belle who barely had time to give a shout of surprise at being splashed before the other unicorn began speaking.

"UGH, finally washed that dis-GUSTING taste out of my mouth! What pony in their-"

"So... you're not drown-"

"-right mind would operate an apple orchard whose crop is INFESTED with WORMS? Maybe these common rural ponies can stand eating such VILE and polluted produce but those of us raised in more... _civilized_ environs are more discriminating than to just stick ANYTHING in our mouths." The other unicorn continued with a scowl as if Sweetie Belle didn't exist at all, purple eyes flashing wildly and face dripping. "Can you imagine ME, the Great and Powerful Trixie, eating a WORM?" the unicorn said, rounding on the young foal suddenly and looming over her with an expectant glare.

"Um... yes?" Sweetie Belle responded, tilting her head quizzically.

"EXACTLY. The owners of this property should be given a HEFTY citation for- "

The blue unicorn froze mid-sentence, her front leg raised in midair from her prior indignation and her mouth hanging open as she suddenly recognized that she was in the presence of another pony. She backed away a few steps from the small white filly in front of her, hooves splashing in the water as she glanced around nervously as if worried that others might be nearby. "Wha... h-how long have you been here! The Great and Powerful TRIXIE is not granting autographs at this time! You'll just have to wait until my next appeara- I mean... err, Trixie... Trixie isn't even here! I am _definitely _not-"

"Hi Trixie! My name's Sweetie Belle, one of the Cutie Mark Crusaders! Did we save you from drowning? Do we need to perform, um, CPR?" Sweetie Belle interrupted excitedly, the purple and pink curls of her mane bouncing as she hopped in place a few times before lifter her back leg up to inspect her flank for the possible appearance of her new cutie mark.

"Drowning? Crusaders...? The Great- I mean Tri... uh... _I_ was NOT drowning. The Great and Powerful Trixie would _never _perish in such a boorish and unspectacular manner." Trixie responded, whipping her still-damp head to the side with a disdainful scowl before snapping it back in shock. "Wait.. we? Crusaders? I don't see any other ponies around here... there are no other ponies around, right?"

"Oh... no, it's just me..." Sweetie Belle mumbled back, harshly reigning in her enthusiasm at remembering she didn't have Applebloom and Scootaloo with her this time. _I guess I got carried away again... just like Rarity says I always do..._

"Just you then... hmm..." Trixie rubbed her chin with one hoof thoughtfully, smiling down at Sweetie Belle as she examined the filly before her. "I suppose The Great and Powerful Trixie could entertain just one young adoring admirer, even in her unfortunate exile..."

"The great and what-who?" Sweetie said skeptically, glancing over at the purple cape and hat on the grass then back at Trixie. "...are you a wizard?"

Trixie raised an eyebrow, blinking in amused disbelief at the caped filly in front of her. "You mean to tell me you've never heard of The Great and Powerful Trixie? Renowned for her AMAZING, show-stopping feats of magic? The greatest unicorn in ALL of-"

Sweetie Belle perked up, a little hope creeping back into her eyes as she gazed up at the azure unicorn. "So... you're good at magic? Does that mean you could teach another pony how to use magic?"

Trixie scoffed, her horn emanating a delicate pinkish light as she levitated her ragged cape and hat off the grass and donned them with expert finesse. "There is absolutely NOTHING Trixie cannot do with her endless talents. She is, after all, the greatest unicorn in all of Equestria!"

Sweetie Belle's mouth widened into an ecstatic smile before bowing down before Trixie, pressing her head to the ground before the newcomer who had suddenly become her Celestia-sent savior. "Then you... you could teach me magic! And maybe help me earn my cutie mark! I'll do anything! Please, please, please teach me!"

Trixie's face took on a worried expression as she slowly backed away from the younger unicorn and began chuckling anxiously. "Me? You want... but... I-I mean, The Great and Powerful Trixie does not have the time to personally entertain every request that comes her way. She has more... important matters to deal with than a young blank-flanked unicorn filly such as yourself, matters that take her to many faraway places. Now run along and play with your friends, and don't tell anypony you saw me. Trixie needs her privacy." Trixie said, gesturing dismissively at Sweetie Belle as she turned away from the young filly. Dealing with Sweetie Belle was starting to look like more trouble than she had intended.

Sweetie's face had slowly progressed from a hopeful smile into a deep frown as Trixie spoke, frustration building up in her. She could tell what Trixie was trying to do; Rarity had done the same thing many times each time she tried to get her big sister's attention. Bringing up her friends when she was without them had only added insult to injury. "What? My sis and Twilight said that nopony can teach another pony magic, that it's just impossible! But you said you could! That you were the greatest unicorn in Equestria! I don't believe you! You lied to me!"

"Did you say Twilight? You know Twilight Sparkle? That upstaging, insignificant, smug piece of TRASH!" Trixie shook her head, clearing the reviled thought of the purple unicorn from her mind before turning around to face Sweetie Belle. Stomping her hooves on the soft ground, Trixie angrily strode up the smaller unicorn, her horn beginning to glow as she tried to control her temper. "You accuse ME of being a liar? The Great and... Trixie is NOT... I just... Rrrgh! Who are YOU to talk anyway? I will be the greatest unicorn in all of Equestria! Anything YOU can do, I can do BETTER! I don't have to listen to a THING you say!" Trixie shouted, thrusting her face directly in front of Sweetie Belle as she verbally lashed out.

Sweetie Belle cringed away at this outburst, Trixie's harsh words stinging deep enough to make her eyes tear up. "Of course you don't have to listen to me. Nopony ever listens to me. I'm just a dumb blank-flank filly. There's no way I could be as good as you..." Sweetie responded bitterly, sniffling as she turned away and tried not to cry, unable to stare down the older unicorn in front of her no more than she could her older sister Rarity. "You're just as mean as my big sis..."

Trixie stood there speechless with mixed indignation and shame at being shown up by the younger unicorn, the threatening glow from her horn fading in an instant. She tried to come up with some response to counter the smaller unicorn but couldn't form the words. Turning away with a frustrated shriek through her clenched teeth and a flash of her cape, she began inwardly cursing herself for her immaturity. _I got myself worked up over a little filly wanting to be a grown-up, and now I'm screaming at her? What are you even DOING, Trixie? Maybe I wasn't being entirely honest about being good at teaching magic, but that's none of her business! And Twilight... as much as I hate her, it's not this filly's fault... Trixie is many things but she is NOT mean to children! I have to save face somehow... but I don't want to admit I was being boastful either. What do I do?_

Sweetie Belle stared hesitantly at the back of Trixie's cape, waiting for the other unicorn to speak again but dreading it all the same. The once inspiring presence of the azure unicorn felt transformed into one of a more uncaring and hostile creature. _She's just going to yell at me again... but... maybe she won't...maybe..._ After waiting for a few moments Trixie still did not shift from her silent, dismissive stance. Lowering her head and sighing, Sweetie Belle turned around and started to walk back towards the clubhouse as she mumbled to herself "At least I'm better at being nice than you are." _...not that anypony ever got a cutie mark for being nice._

Trixie's eye twitched involuntarily as Sweetie's words reached her ears. _ Oh she did NOT... ! Okay, FINE, buck the consequences! What could possibly happen, I get kicked out of Ponyville again? It can't be worse than last time. Being a noble patron of... 'lesser' ponies is an important part of greatness... right? Trixie is a paragon of greatness, and she is not going to let some __**filly **__tell her otherwise._ _And maybe I can get a decent meal out of this too, I'm tired of apples._

Turning back around, Trixie called out to Sweetie Belle's retreating form. "Wait! The Great and Powerful Trixie is NOT lacking in generosity, she just... er... has many concerns she must attend to! And she must carefully balance which concerns... need her personal attention."

Sweetie Belle looked back over her shoulder with furrowed eyebrows at Trixie, still skeptical of the other unicorn's claims and unsure if she should risk trusting her again after the outburst she had just been subject to. "So? What do you want with me then?"

"Well... it just so happens that The Great and Powerful Trixie is in need of a reprieve from her usual duties. Some of the ponies at her last performance were not... satisfied with the result. Despite Trixie's superior judgement about how it should have been handled, she decided to remove herself from the public eye for the time being so that-"

"Is that why you're out here stealing apples?" Sweetie interrupted bluntly. "You shouldn't eat the ones with the holes in them. Those have worms and caterpillars, you know."

"Trixie DOES N-" Trixie retorted furiously before catching herself, taking a few deep breaths to calm down before continuing. "The Great and Powerful Trixie will accept your request to become her student during her brief respite here in Ponyville, but only on a few conditions."

Sweetie Belle turned around completely, sitting her rump down on the grass next to the stream facing Trixie as she listened, wanting to hear what Trixie had to say but still not entirely trusting of the older unicorn. "Okay... like what?"

Trixie glanced upward, rubbing her chin with one hoof thoughtfully. "Well... I will need someplace comfortable and secluded to stay as well as regular meals, and as my student you must fulfill any other need I might have. And in return I will teach you a fraction of the infinite, amazing skill and talent that Trixie possesses." _This won't be too hard, right? Just get her to levitate a few rocks, maybe show her the really simple tricks and let her struggle with them while I relax... yeah..._

Sweetie Belle nodded, hope rising again inside her. "I can get food from Applejack... and I guess you can stay in the clubhouse. But... you'll really teach me magic?"

Trixie thumped one hoof on her chest, her face becoming stern. "The Great and Powerful Trixie NEVER breaks a promise. _NEVER_. Such things are a matter of honor. And speaking of promises, under no circumstances are you to EVER tell anypony that The Great and Powerful Trixie is in Ponyville, understood?"

"But why n-"

"PROMISE!"

"I promise, I promise!"

Trixie smiled and nodded her head in satisfaction, her eyes starting to glaze over as she became lost in thought. "Good. Now let's inspect Trixie's new dwelling and get settled in. Trixie is tired after her long and arduous travels, and a long hot water bath would be most appealing... then perhaps a nice dinner of fresh seasoned greens and pear wine... followed by a long sleep on cozy satin sheets..."

Sweetie Belle started wondering if maybe the other unicorn was going to be more of a hassle than she was worth as she led the way back to the clubhouse. "Um...hot water? Applejack said not to play with fire on the farm after the last time we..." Sweetie let her voice trail off as Trixie continued talking over her. _This is gonna be a long month without you, sis..._

-To Be Continued-

You can find me and my other work at -

FiM Fiction, Fanfiction.net, FurAffinity, DeviantArt, GoogleDocs, and Tumblr.


	2. Chapter 2

"There ya go Sweetie, a nice toasty fritter with plenty of glaze an' some applesauce to cool you down later." Applejack said as she stepped out from the Apple family kitchen and placed a basket into Sweetie Belle's wagon. The sun hadn't yet risen above the hills behind Ponyville, but Applejack was already awake to cook breakfast for the Apple family as she always did. "It's always nice to see ya bright and early. Are ya sure ya won't come by for lunch this afternoon with me n' Granny?"

Sweetie Belle shifted nervously at the question, attaching the the hook of the simple rope harness around her flank to the handle of the wagon holding her breakfast. "Sorry Miss Applejack, I'm not feeling like it today either. Thank you for the food, though."

Applejack sighed, a worried frown forming on her face. "Sweetie Belle, I'm real worried about 'cha. When you're out at the clubhouse day after day all by yourself, I... "

The wheels of the wagon squeaked as Sweetie took a few steps away from the door, hoping to slowly break away before Applejack got the chance to question her too much. Every time Applejack tried to talk to her about her fight with Rarity, she always had to struggle to keep her feelings inside. "I'll be Applejack. There's nothing out there to get me in trouble or hurt or anything. You don't have to worry about me." she said in a dull tone, avoiding eye contact with the amber earth pony.

"That's not what I mean, sugarcube..." Applejack said, folding her ears and following after Sweetie Belle in the dim light. "I know I'm not your big sis but... I just want ta help. I don't like seein' you like this, no more than I would if you were my little Applebloom... I don't like seein' anypony having to suffer hurt all alone."

Sweetie Belle hung her head, trying to ignore the pangs of guilt in her heart Applejack's words had caused. "I'm sorry Miss Applejack... I don't want to talk about it yet."

Applejack watched helplessly as Sweetie Belle walked away towards the clubhouse, staring at the young filly's back as she tried to think of what she could possibly do or say. "Well... alrighty then. If you need anythin' I... I'm always here if you need me Sweetie. Yup. Right here..." she called after Sweetie, sitting back on her rump in somber defeat.

"Um... well actually..." Sweetie said, stopping and looking back at the wagon thoughtfully. _Trixie has been complaining about that... maybe I should..._

"Yes, sugarcube?"

"Could I get another fritter, maybe? And do you have any other food that's... well... not apples?" Sweetie asked, making the best innocent smile she could.

Applejack blinked. "...whaddya mean 'not apples?' "

"**The Guidance and Patronage of Trixie"**

Chapter 2

An MLP:FiM fanfiction by Lounge_Lizard

(Characters: Sweetie Belle, Trixie, Applejack, Rarity)

(Revision v1.0 - 10/16/11)

Sweetie Belle approached the clubhouse on the edge of Sweet Apple Acres that had been her home for the past nine days, and Trixie's for three. The summer sun was just beginning to shine over the horizon and a light breeze was keeping the morning air cool, much to Sweetie's satisfaction. Raising her head up and taking a deep breath, she slowed as she came near the clubhouse ramp and tried to make as little noise as possible.

Slipping free of the harness, Sweetie circled around and lifted the covered basket of food from Applejack's kitchen in her mouth, still warm from the heat of two freshly baked apple fritters and a small stack of apple-free cinnamon flapjacks. Sweetie Belle glanced down at the small ceramic bowl of applesauce that still remained in the wagon and then back up at the clubhouse, knowing she couldn't take all the food up in one trip.

"Maybe if I could just..." Sweetie Belle mumbled to herself around the handle of the basket, closing her eyes and concentrating on the mental image of the bowl in her head, just as Trixie had told her. The unicorn's small horn began to faintly glow with a warm pink light as she increased her focus, willing the small container to rise with all her might. "Please..."

_Trixie made a noise that could have expressed nothing other than disgust as she sat back from the table, shoving the small plate of barely-eaten apple and almond muffins away from her. "The Great and... whatever. This sickens Trixie. She refuses to eat this... garbage." she grumbled in annoyance, hair in disarray and deep bags under her eyes attesting to the restless sleep she had woken from._

"_What? Why? You said they were okay yesterday, I thought-"_

_Trixie stood up from her stool, turning her back and walking over to the pile of pillows and cushions that had once belonged to Sweetie Belle, cape fluttering behind her . Wordlessly, she flopped down on the makeshift bed and with a glow of her horn, levitated her hat off the corner of the pile and over her face, the wide brim shielding her eyes from the morning light._

"_But... what about today? You said you'd teach me-"_

_The blue unicorn snorted, dismissively flicking her tail at Sweetie Belle._

"_I'm sorry..."_

Sweetie Belle sighed, letting her focus slip away with the memory from the previous morning. Turning away from the wagon, she hefted the food basket in her mouth as she trotted up the ramp to the clubhouse. She didn't need to look to know the bowl hadn't moved from its location in the small wagon.

With a brush of her front hoof, Sweetie opened the door. The inside of the clubhouse was dark and quiet, the only sounds coming from the fabric of the window drapes rustling in the breeze and the slow, deep breathing of the sleeping unicorn nestled in the pile of cushions against the wall. Taking care not to make any noise, Sweetie Belle lifted the basket up onto the table near the open window, nudging open a corner of the cloth cover with her snout to let the food inside cool. The warm scents of cinnamon-sugar, sweet apples, and fresh dough made Sweetie's stomach churn uneasily. Leaving the food in the basket, the unicorn filly stepped silently out of the clubhouse and shut the door.

Walking back down the ramp to the wagon, Sweetie Belle grasped the bowl of applesauce in her teeth as she continued down the slope of the hill to the creek, flopping down in her usual spot in the grass under the trees. Taking a deep breath and closing her eyes, she leaned her head down into the bowl and began to reluctantly lap up the applesauce with her small tongue. The simple mush did much better at not upsetting her stomach, and despite her lack of appetite she forced herself to eat all of it, licking every last inch of the bowl clean.

Sweetie Belle lay there for awhile longer, listening to the babbling of the creek and the morning breeze whispering through the leaves. The meaningless noise was a small comfort, enough that she could let her mind drift empty and calm. She could remember a time from when she was still just a foal where she had felt the same as this.

Back before the Carousel Boutique had earned the minor fame it now carried, Rarity would occasionally close the shop and put an old record on the phonograph while she isolated herself in the boutique to work on new designs. Sweetie Belle had long since learned that when Rarity put on music that it meant she wanted silence, a strange habit for a pony who usually talked to herself while she worked. Sweetie Belle remembered spending many evenings after school on a cushion in the corner of her sister's room watching her big sister silently sketch, snip, and sew together new designs while the mellow piano chords and voices of long-retired mares sang from the cone of the record player.

Sweetie Belle was never particularly rambunctious as a child, always content to just watch what others were doing. Rarity would give her winks and little waves every now and then to let her know she was still there for her, and when Sweetie Belle began to learn to hum along with the songs Rarity would often stop just to listen, never discouraging her younger sister. When the time came for sleep, she would pick up the young foal and carry her off to bed on her back. She could still remember the fragrant scent of the mane shampoo Rarity used back then, as well as the steady sound of her big sister's heart beating in her chest as she fell asleep, held tightly between Rarity's forelegs.

Those days never came anymore though. Sweetie Belle had grown old enough that Rarity no longer let her sleep in the same bed with her, and Rarity was always too busy overworking herself to spend much time with sister anymore. That happiness Sweetie used to find with her big sister she now found with Applebloom and Scootaloo. It wasn't exactly the same since the three were always getting into trouble and going on adventures, but the closeness was there. The other two members of the Cutie Mark Crusaders had always been there for her when she needed it.

"Almost always..." Sweetie muttered as she turned to look back up the hill. She could hear the sounds of movement in the clubhouse, Trixie likely now awake and eating her breakfast.

_Trixie stands, but she isn't anywhere. _

_It is dark. Trixie looks down, holding up one hoof in front of her face, but she cannot see it. She can feel grass at her feet, but it isn't alive. A breeze moves past her, but the air it brings is the same as what drifted away. It's colder, but it isn't different. It's the same. Stale._

_Trixie tilts her head up. The sky is black. She can see the stars, but they aren't stars. She can only see the ones daddy put in the sky, so they can't be stars. The moon is full, but there is no light. It stings her eyes to look up at the sky for so long, so she looks away. The horizon glows with the orange color of twilight from every direction, silhouetting trees that exist an infinite distance away. The light grows ever closer as time passes, but it is hard to tell. It is the only light Trixie can see._

"_Trixie!"_

_Something is wrong. It hurts to be here. Her chest feels tighter every second, like she can't breathe, like there isn't air for her to breathe at all. Trixie doesn't want to be here anymore, but there is nowhere to run. Trixie lifts her foreleg and tries to take a step, but she can't move. She feels something brush her side. The touch is paralyzing. It scares her, makes her doubt herself, doubt if she can really do it._

_Why? What am I afraid of? What am I going to do?_

_Trixie turns to see what it is. A pair of green eyes looks up at her. The eyes are innocent, but they seem afraid. When they close to blink, Trixie's heart lurches in her chest because she might not see them ever open again. This isn't right. None of this is right. The eyes are supposed to be yellow. She is supposed to look up at them, not the other way around. She knows these eyes, though. They are Trixie's eyes._

_But... they can't be my eyes. My eyes aren't green..._

_It's getting so hard to breathe. There's not much time left, she has to hurry. That's not right either. She's supposed to feel safe, not terrified. The orange light in the sky is getting closer._

_The pony with the green eyes brushes her side again, insistently. Its eyes are filled with so much fear, so much pleading. The pony says something to her, but it's Trixie's voice that speaks._

"_Please don't leave me alone."_

_Trixie can't breathe at all anymore. Her body panics as she starts choking. The ground suddenly begins to crumble away beneath her. Trixie loses her footing, scattering all sense of balance as she plummets headfirst into an abyss. Grey chains attached to manacles on her hooves and neck stream down with her into the darkness as she falls, the only tether to the vanishing world above. She can see the orange glow consume it like fire, each star in the sky melting as they are devoured by the hideous light._

_She has been torn away from the green eyes. It feels like her heart has been torn out of her chest instead. Trixie tries to scream, it hurts so much._

_Black bleeds into lavender, ocean, sky, pure white-_

Trixie's eyes shot open, her mind springing out the nightmare a fraction of a second before her falling body struck the wooden floor of the clubhouse. Landing hard on her side, Trixie groaned out a few choice curses, kicking her hind legs to push herself away from the hill of cushions she had toppled from as well as the dream visions she had seen while resting there.

Lifting herself up from the floor, Trixie glanced around groggily as she rubbed her sore ribs with one hoof. "Okay... **that **ending was different. Why am I always dreaming that stupid dream though... ugh... And where's my hat..." The unicorn muttered to herself.

She had spent the first two days since meeting Sweetie Belle in the clubhouse sleeping, having not had a proper home of her own to sleep in the two months that had passed after the Ursa Minor incident. Word had quickly spread since that mishap that Trixie's reputation was a complete fabrication, and that the Ursa's attack had caused major damage and threatened the lives of many ponies. Every town she had tried to visit between Ponyville and the outskirts of Manehattan had made it clear that she was not welcome. Sleeping in the wilderness between towns for so long had made Trixie an uneasy sleeper, and it had taken some time to re-adapt.

A little anxiety began to stir in her upon finding her signature headpiece slightly crumpled from her fall - She must have landed on top of it. Lifting the purple wizard's hat with her magic, Trixie furrowed her eyes in concentration and began to smooth out the creases and wrinkles. Satisfied, Trixie tilted the hat and peered inside. Tucked into the inner rim at the front was a rectangle of glossy paper, the sepia-tone photo worn at the top corner where months of rubbing from a unicorn's horn had erased all color. Trixie sighed a little relief at finding the photograph undamaged, taking a moment to gently slip it out of its hideaway.

On the photograph were two unicorns, a middle-aged stallion with three comets adorning his flank and a very young filly still without her cutie mark. Both father and daughter smiled happily as they posed on a hilltop for the photographer. Trixie always tried to remember that day, but somehow it was one that had never made it into her precious trove of memories. She couldn't even remember where it was.

"Dad..." Trixie whispered to herself as stared at the photo for a long moment. Her father had always been there when she was woken by nightmares, or monsters under the bed, or anything her little filly mind had feared in their Manehattan apartment those many years ago. She felt safe, tucked between his strong forelegs in his bed when the shadows made it too scary to return to her room. When he whispered in her tiny ears that he would protect her, nothing could have convinced her otherwise. He was her hero, and nopony in the world was greater than he was.

Trixie tried to choke back a sob as she tucked the photograph back into its safe place inside her hat. Taking a deep breath, she lifted one hoof to her cheek as she wiped the tears from her eyes and tried to force a happy smile on her face. _Those were happy times, Trixie. He made you happy. Happy ponies don't cry... and neither does the Great and Powerful Trixie. She'll be the greatest unicorn in Equestria. Just like you, dad._

Levitating the hat back onto her head, Trixie took a moment to compose herself before trotting over to the table near the window. Small tendrils of steam rose from the basket resting there, the smell of apples and dough intensifying as Trixie brushed the cloth aside. Two apple fritters and a stack of four flapjacks rested inside - too much food for one pony. A careful inspection of the flapjacks by the discerning mare identified them as apple-free

"Because of yesterday, huh..." Trixie said, tapping her lips thoughtfully with one hoof, her frown turning into a smug smile. _Maybe I let my morning moodiness go a little far but hey, I got what I wanted right? Three whole days of rest, regular meals, maybe the sponge bath was mediocre but at least it was bath. All for just giving that foal some little magic-training exercises you did in your first year and sending her off to practice on her own. You really outdid yourself this time Trixie. Anyway..._

A few minutes later Trixie flopped back on the bed of cushions with a satisfied sigh and a full stomach. She had devoured most of both fritters and the entire stack of flapjacks, gluttony winning over her aversion to the continued consumption of apples. Satiation felt wonderful. Good food was one of the things Trixie missed about her short stint of fame. Before it ended, before Twilight Sparkle had...

Trixie sat forward again, her mood instantly dampened by the thought. _Always Twilight, ruining everything. My fame, my reputation... my life. Even my breakfast. Twilight, twilight... why is that familiar.? Oh yeah, the dream... was that pony her? Or... maybe me? Twilight's eyes aren't green either though, not that I could ever forget her face. Then who? Was it even the same dream? It felt so different. Dad wasn't even there..._

The unicorn's lavender eyes drifted to the table and the scattered crumbs from her morning meal. Too much food for one pony. _Where is Sweetie Belle...? She had every meal with me the last three days, except yesterday when I_... Trixie winced as a spasm of guilt lanced through her. _She probably can't even figure out that exercise I gave her if she can't cast magic yet... and meanwhile I make her my slave and brush her off when she comes begging for help. I might've done it on my third try, but I had way more talent at that age than she does. Way to go Trixie, showing off how great you are by abusing a kid. I should've at least tried. Dad would be ashamed. He __**never **__gave up on me..._

Closing her eyes with a sigh, Trixie's horn began to glow as she focused on the mental image of the room in front of her. A brush levitated from the saddlebag of vanities Sweetie had fetched for her on the second day and began to run its teeth through the unicorn's hair. The remaining half of the apple fritter lifted itself back into the basket with the used dishes. The windows slid fully open to catch the end of the cool morning breeze before the temperature rose. Finally, the bed of cushions sorted itself back into an orderly stack... with a few more floating over to the opposite corner of the room to join the two small cushions that had been Sweetie Belle's new sleeping spot after Trixie had taken her old one.

Her work complete, Trixie strode confidently to the door, scooping up the basket in her mouth along the way. _Okay Trixie, lets just play this confidently. No need to apologize or anything. You're the Great and Powerful Trixie. You promised you'd help her so it's time to pony up, but you're still the one in control. Just walk out there and... teach her some magic. And try not to intimidate her too much. Dear Celestia, please make this easy..._

Sweetie Belle watched intently as Trixie stepped out from the clubhouse and walked down the slope of the hill toward her resting place by the creek, the blue unicorn's expression devoid of anything resembling happiness. She shifted uneasily in the grass, a knot forming in her stomach as she waited for Trixie to reach her. _Did I wake her up? _ _Is she angry because of the food? What did I do wrong? Please don't be mad again, I'm trying... _

Trixie sat down on her haunches a few feet to Sweetie Bell's side, dropping the basket between them and looking straight ahead across the creek. Sweetie waited for the older unicorn to speak, worried of what she might say. She said nothing. A minute passed quietly.

"Are you... mad at me?" Sweetie asked meekly, unable to endure the continued silence. "Did I do something wrong?"

The older unicorn slid the basket with the remaining food across the grass towards Sweetie Belle. "Eat."

Sweetie blinked in confusion. "But... what?"

"You can't expect the Great and Powerful Trixie to have enough patience to teach you anything if you're going to waste her time being distracted by hunger. So eat up."

"O-okay..." Sweetie Belle responded, reaching into the basket with her mouth and scarfing down the rest of the half-eaten fritter inside. _She's not mad? She's actually going to teach me something today?_

Trixie shook her hat off onto the grass as stood up and walked down to the creek, returning a few seconds later with wet hooves and a few stones in her mouth. Sweetie Belle sat up in surprise as the older unicorn dropped the stones on the ground in front of her.

"What are these for? I thought you were supposed-"

"Have you been practicing those exercises I taught you?" Trixie said sternly, giving the filly an expectant glare.

Sweetie Belle winced. "I... I've tried but-"

"Show me. Lift the rock." Trixie sat down and brushed one of the smooth stones in front of Sweetie with her hoof.

The unicorn filly backed away from the rock slowly, panic filling her at the thought of disappointing the pony that held her hopes. "I can't... "

Trixie stamped on hoof on the soft ground insistently, her voice stern as she reprimanded the younger unicorn. "If you refuse to show what you have learned then Trixie can teach you nothing. Either do as Trixie says or stop wasting her time."

Sweetie nodded nervously, looking down at the rock in front of her, the small thing so intimidating it might as well have been Mount Celestia itself. Closing her eyes, Sweetie pictured the rock lying in the grass in front of her, focusing intently on the image in her mind as Trixie had instructed her on the first day. She had said that it was an exercise most unicorn learned early on to improve their focus, but...

"_Sweetie, you are trying my patience. You are coming with me out of this rain and we are going home, NOW!"_

"_NO! I'm running away, and you can't stop me! I don't need you sis, I don't need ANYPONY! I'll pr-"_

_The summer thunderstorm muffled the sound of the older unicorn slapping her sister across the face._

"No, no, no, please-!" Sweetie Belle whimpered as the memory invaded her thoughts. Her eyes shot open, the soft pink glow of magic on her horn and the rock flickering and fading and she lost hold on her concentration. Panic built inside her again as she looked up at the unicorn looming over her. _She's going to tell me I should give up, that I'm too young, that I'm not meant to do magic. And then she'll leave because I'm not important to her either. She'll leave and I'll be alone again. Not again, please not again!_

Trixie had been watching intently from start to finish, an unmistakable feeling of deja vu creeping over her. She felt the hum of Sweetie Belle's magic in her horn as the rock glowed and felt it fade when the filly lost her focus. When Sweetie's gaze met her own, Trixie recoiled in shock. _Wait... why is... her eye color, it's... why didn't I see it before? And that fear, she's terrified... of me? It's just like my dream. I was dreaming about her?_

Sweetie Belle took this as a sign of rejection, and could no longer contain herself. She began to cry, tears running down her cheeks as she sunk to the ground, eyes still locked on her teacher. "I-I-I'm sorry... every t-time I try I get these h-h-horrible thoughts and they w-won't go away... j-just please, don't go... I w-wa-wanna learn, it's just so hard... please d-don't leave me alone!"

Trixie blushed, stunned and unsure of why Sweetie Belle had reacted so strongly, but feeling guilt for being focus of the filly's distress all the same. "Wh-what? I'm not going anywhere. I... why would you even think that?"

"B-because everypony does! Nopony thinks I-I'm important, so they all leave! Mom and dad, my big sis, even my... even my f-friends! I hate being alone, I hate it so much! E-every time I try to use m-magic, it's all I can think about. I hate it..." Sweetie stuttered between sobs, her head sinking into the grass as she lost her voice to her crying.

"But I never said I was going to leave..." Trixie objected, extending one hoof. The distressed filly continued crying, oblivious to her mentor's protests. Glancing at her wizard's hat where it lay on the grass, Trixie's mind drifted to the photo inside. _I remember her mentioning her sister before, but her parents... was she abandoned? Did she run away? Either way she's alone out here. She must really care what I think of her, and now he's clinging to me because she doesn't have anypony else. I promised to help her, and she's terrified I'm going to abandon her because she failed just now. I have to do something..._

Trixie stepped uncertainly through the grass and sat down in front of Sweetie Belle, startling her as she wrapped her neck behind the small filly in a gentle embrace. Sweetie could do little more than stammer a few syllables of an objection before Trixie shushed her to silence, stroking the terrified filly's mane with her chin. Sweetie Belle burst out into fresh tears, clinging to the older unicorn as she let out her her pent up emotions.

_I know what it's like to feel abandoned, I was kind of the same after dad... went away. Nopony should have to suffer that kind of loneliness._

Gradually Sweetie's sobbing slowed as she began to calm down. Without lifting her head free from stroking Sweetie's mane, Trixie began to speak softly. "Trixie has- No, I have a story I think you should hear. It's a story my father told me when I was about as old as you are now. Would you like to listen?"

Sweetie Belle nodded, shivering and wiping her tears on Trixie's neck.

"The story begins like this...

Once upon a time there were two unicorn, a father and his daughter. The mother had passed away when the filly was born, leaving the two ponies very sad. They both felt very alone, but they knew they still had each other. So the two unicorn decided that they would strive to be the best unicorn that ever lived, so they would always be together. The father worked hard every day to take care of his daughter. He was strong, proud, and brave. No matter what, he always knew how to make her happy. When she cried or was afraid, he was there for her. They didn't have the nicest house or fancy food, but his daughter didn't care. To her, he became the best unicorn in all of Equestria.

The little filly worked hard every day too, learning in school and trying so hard to grow up as fast as she could. But no matter what she did, she always wasn't good enough. Her letters and numbers were poor and she couldn't make any friends. She couldn't use magic very well, even though she had her cutie mark. More than anything this little filly wanted to become good at using her magic so she could make her dad smile. She looked around and saw that every other pony was better than she was, and that hurt her more than anything. She began to cry because she felt like she would never be able to keep her promise to her dad and become the best just like he was.

The father saw his daughter and asked her, 'Sweetheart, why are you crying?'

'Because,' she said, 'No matter what, I always fail. Nothing I do is good enough, everypony is better than me. I'll never be able to be the best for you.'

The father hugged his daughter and whispered in her ear, 'It doesn't matter if everypony else is better at letters or numbers, or has more friends, or even that they are better at magic. What matters is that what you do is important to someone special, no matter how big or small. You are the only thing that is truly special to me, and that is why you will **always** be the best unicorn in the world. Because you are my daughter, and I love you.'

"...and that's the end." Trixie whispered. She held the small filly against her as a few minutes passed in silence. _I wonder if this is what you felt like every time you comforted me in your arms and told me that story. It's been years since I felt that way... I hope I told it right, dad._

"I understand, I think." Sweetie Belle said, quietly. She had stopped shaking and her crying had diminished to only the occasional sniffle, but she still clung to the older unicorn tightly. "But I don't know if-"

"I said I was going to teach you how to use magic, and I will. I'm not going to abandon you. When Trixie makes a promise, she always keeps it. No matter what. Okay?" Trixie said, her voice kind yet determined as she released Sweetie from the hug.

"Okay." Sweetie responded, rubbing her eyes with one hoof. She took a shuddering breath and looked up at the other unicorn, a small smile breaking through the sadness. "Thank you... Trixie."

"D-don't mention it. Trixie would do the same for anypony." Trixie replied, shifting uncomfortably and looking away. "Now, Trixie would like to see you try your magic again. Don't worry about lifting the rock this time, just try 'holding' it as long as you can. If your concentration stays then you can try, but it doesn't matter if you succeed or not, just... show me. I'll use my magic to see if I can help."

"I don't think I'll do any better but okay. I will." Sweetie said, a little spirit returning to her eyes. "Just do the same as last time?"

Trixie nodded, moving the rock into to place once again. "Yes, just as last time."

"Okay... here goes." Sweetie closed her eyes and tried to bring forth her magic for the third time that day. Small lines formed on her face as she frowned in concentration, imagining holding the rock still like hold a pencil in her mouth, her horn beginning to glow with magic. "O-okay, I'm holding it. I think."

Trixie nodded wordlessly and leaned her head down, her horn hovering inches above the pink glow surrounding the rock. Closing her eyes, she reached out with her own magical senses. _Okay, gently Trixie. Let's not startle her or make her nervous. Hmm... well, this feels right. Her magic is all over this rock even if it's not very strong, so it's not that she can't use magic. It feels like... still water._

"Trixie... I can't see, y-your horn is in the way." Sweetie Belle grunted, her hooves shuffling in the grass as steadied herself and struggled to concentrate.

"What do you mean? Trixie thought she told you to keep your eyes closed, you shouldn't be able to see-" Trixie said, looking up. They were closed. "Sweetie, I'm going to try some things. Just keep concentrating on the rock as normal. Don't say anything back, just focus." Sweetie grunted in response.

Taking her hoof, Trixie nudged the rock as if to roll it over. Her hoof made almost no noise as the two came in contact, and the rock barely moved at all. _It's like the rock doesn't __**want**__ to move. She's definitely doing some sort of magic here, but what kind of magic is it? It's obvious that levitation is not in her repertoire, but even then holding an object still could be one of hundeds of kinds of magic. I can see why most don't even try to teach magic to unicorn this young... what am I going to do?_

"I'm losing it again... nnnggh...!" Sweetie Belle said with a grunt as the magic glow faded. Reaching up with her font hooves, Sweetie winced as she prodded at her horn and temples. "Ow, ow, ow. My horn hurts, my whole head hurts. It's like Scootaloo crashed into my face with her scooter. Owww..."

Trixie giggled a little at the filly's condition, despite herself. "I assume you haven't usually done this much magic in one day? It's normal to feel that way when unicorn over-exert themselves casting magic. I'm not surprised, you are still a filly after all."

Sweetie Belle shook her head slowly, trying not to give herself more of a headache. "I always failed whenever I tried so I usually gave up. I tried once this morning too. Wait... magic? But the rock didn't move, I didn't use any-"

"But you did," Trixie interrupted, smiling confidently down at the hope-filled filly. "I cannot tell what kind, but you were definitely using magic. Whatever your talent is, using your magic to move things isn't part of it, at least not easily."

"You mean it? I really was- Applejack!" Sweetie Belle's body stiffened like a board, her eyes wide as she looked past Trixie's shoulder. Standing at the top of the slope leading to the clubhouse stood the orange-tan earth pony, not more than few yards behind Trixie.

"I don't know what the hay you think yer doin' back in Ponyville, but you'd best step away from Sweetie Belle. If you've even touched a hair on her head, I will buck you outta here so hard you'll regret you ever crawled outta whatever snake-hole you've been hidin' in."

Trixie's heart froze in dread. It was bad enough that she had been discovered, but for it to be the one pony who cared for her the least of any Trixie had ever met did not bode well.

Sweetie Belle walked forward, the earth pony's reaction to Trixie's presence frightening her. "Applejack, I-I can explain! This is my new friend, Trixie! She was just-"

"And you, little missy, I don't want to hear a word of it!" Applejack snapped as she turned to Sweetie Belle, her face conflicting between anger and disappointment. "I thought I could trust you and you've been hidin' things from me! Cheerilee says you haven't shown up to summer daycare for three days and then I have to hear it from your sister, who thinks I've gone an' left you starving in a ditch somewhere! Then I come 'round to see what yer up to and SHE is here?"

"Why, is that a problem?" Trixie snapped derisively as she spun around. "The Great and Powerful Trixie is allowed to go where she pleases. She has not broken any laws of trespass, nor is she in the town proper, so-"

"That's a load of horseapples. You're not allowed'ta be in Ponyville anymore, and you know it! And sure as I am a citizen of this town you'cn believe that means my property as well. You better git before I exercise my lawful rights to remove you from it by force. And I said not a word from you, Sweetie!" Applejack interrupted before the filly could speak, point down at Sweetie with one hoof. "You're staying with me at the house from now on an' I am not lettin' you outta my sight! No buts!"

"...as if some peon like you could make Trixie do _anything_." Trixie muttered under her breath as she sneered, turning her back on the earth pony again disdainfully. Sweetie Belle was looking up at her, clearly distressed by the direction the confrontation was going.

Applejack stomped her hoof on the ground and lowered her head menacingly at the challenge, but then began to smirk. "Oh yeah? Well maybe I should jus' call Twilight over and she can take care of you jus' like the last time you decided to come back. And fer what, a silly hat an' cape? I wasn't there but I heard you got flank whipped pretty darn badly in that fight. It's too bad, I'dve liked to see you get yer comeuppance."

Trixie looked ready to burst from anger, and only Sweetie Belle's intervening hooves on her chest prevented her from charging Applejack right then and there. "Twilight? TWILIGHT? Is that all you can do, hide behind her like a coward? She had things of mine that she had NO right to look at! I was getting back what was mine, but she decided that wasn't good enough! She dug up my life like it was some plaything for her to toy with and study! And then she presumed to lecture ME on the 'kind of mare I had grown up to be' and tell ME how I should live my life! I'll never forgive her for as long as I live!"

"I'm sure whatever the spat with her was about, she had the right thing in mind. Unlike SOME ponies, we can actually trust 'er when she expects us to believe somethin'! If Twi wasn't around when you were spinnin' your tales about the Ursa, we mighta not even had a Ponyville to kick ya out of the second time. It's liars like you that get ponies hurt, not that lyin' had anythin' to do with the mess you made then." Applejack taunted, continuing the verbal antagonism.

Sweetie Belle could sense the rage peaking inside of Trixie as she struggled to hold the older unicorn back. "Please, Applejack, stop! She's not here to do anything mean, I promise! She's going to teach me magic! She's alread-"

"Sweetie, you listen here, I-" Applejack began.

Sweetie Belle's horn began to flare brightly with magic, her words piercing as she shrieked at Applejack. The sound of her voice reverberated through the area louder than would ever be possible for a filly her size, making the other ponies wince back in surprise and pain. "No! You listen! Trixie never did anything to hurt me, and I won't let you hurt her either! So just... stop... just STOP IT! She's my friend, and I... I..."

Sweetie Belle stumbled dizzily for moment. Her eyes rolled back in her head as she lost her balance and collapsed, the glow on her horn winking out as quickly as it had appeared. Trixie caught the filly with her front legs and carefully lowered her down onto the grass.

Applejack galloped down the slope, glaring venomously at Trixie. "If this is yer doin' or if she's hurt any way else I swear I'll... just..."

"She just fainted. She'll be fine when she wakes up." Trixie said, brushing the hair from Sweetie's eyes. "She's had a tiring morning, physically and emotionally. I don't think our fighting helped."

"And when she started shoutin', did you-"

"I have no idea, I certainly didn't teach her that. I don't care if you believe me or not, she wasn't lying about me teaching her. I never did anything to hurt her. I swear it." Trixie responded, staring Applejack dead in the eye.

Applejack recoiled slightly at Trixie's glare. "E-even if that's true, what she said about you two bein' friends... I've never seen Sweetie act so defensive like that before. She can't really think of you as her..." Applejack looked away and sighed in frustration, all the vitriol of the earlier fight gone from her voice. "Why are'ya even here, Trixie?"

"I was- I... I don't know! I was just passing through, but I met this little filly. I was just going to use her to get some shelter at first but she wanted my help and I... I... didn't like how she seemed alone. I just wanted to help her." Trixie said as looking down at the sleeping Sweetie Belle, her voice fading. _ I'm standing here worrying about some filly I barely know. Is she really why I'm still here now? Not because I'm still bitter over everything? Because I want revenge on these ponies, on Twilight? I thought that's what I wanted, more than anything... why am I not so sure anymore?_

"You wanted... ta help her?" Applejack said, her mouth hanging open slightly in disbelief. "But why? That's not like you at all. You're the 'Great and Powerful Trixie,' best unicorn in all of Equestria an' all that. You don't care about anypony but yerself."

"I-I just... I care about her." Trixie stammered, her voice choking up as she looked up at Applejack. _...because she reminds me of myself when I was her age. I haven't cared about anypony but myself in a long time. But Sweetie Belle, she makes me feel... different. I shouldn't care, it would be easier not to care. But when she looks at me like that... my heart just can't take it. I don't want to remember feeling alone like that again._

Applejack turned her head away and sighed, closing her eyes as she spoke. "Yeah... ah know. I overheard the story... the one ya said yer dad told. I knew Sweetie wasn't lyin' either. I jus'... had to hear you say it, that's all."

Trixie looked up at the earth pony in surprise. "Story? You were watching when-?"

"Yes... I saw enough of it anyway. I didn't want'ta believe that you could be kind. Sweetie Belle wouldn't ever open up ta me like that no matter how much I tried. She was always jus' cold as a stone." Applejack paused, finding it her own turn to hang her head in shame. "I just wanted you to be the storybook villain I thought of you as. The one who didn't care about how her lyin' hurt other ponies, and who got in a fight with Twilight because she's just a mean 'ol mare who hates good ponies like us, and would only make friends with Sweetie Belle to hurt her so ya could get back at us somehow. But you weren't lyin' when you were comfortin' Sweetie, and honest to apples I can tell you haven't been lyin' to me now. I wanted to ignore it. I tried but... I can't. I'm not the kind of pony that can do that, much as it would be a mite convenient."

Trixie stared wordlessly back at Applejack, then down at Sweetie Belle's sleeping form, her chest slowly rising and falling with each breath. _But... aren't I just like that? My whole life since I lost dad, I didn't care about what I did to anypony else. I had to be the best even if I lied or hurt other ponies. But with Sweetie Belle... I can't do it. Why not? I've done it all my life, but now it just feels wrong. Everything feels wrong..._

"Look, I- ugh." Applejack grimaced, falling back on her hind legs. "Why did you have to come back Trixie? You've made it all a big ol' mess again like you always do. I could care less what somepony decides to do with their life, you most of all. Sure, maybe yer turnin' over a new leaf in your life. I don't know, even with this you've done a lot of bad things that I have a hard time forgivin'. Twi always said we should'a given you another chance, that you weren't the pony we thought you were. Maybe Sweetie Belle's willin' to give you that chance, but she ain't the best judge of character, and she's young besides. She just wants a friend, and I'm afraid to see what happens when she finds out what kinda friend you might turn out'ta can be. She doesn't deserve that kinda pain."

"I know. I'm sorry. I shouldn't have come back." Trixie said softly, her voice distant as if was replying to someone other than Applejack. Her mane fell over her eyes as she hung her head. _She's right. Why am I bringing Sweetie Belle into this? I can't decide if I want revenge or if everything has been a mistake. I don't want to just abandon her either now, I can't. She's the only pony other than dad that's ever made me feel like... like I was actually important to somepony. When I saw her in my dream and then this morning, it felt like she really needed me. But- No, she's not my dad, she'll never be my dad. Its not the same. All I'm doing is teaching her magic. Is this all because of a stupid dream? Dear Celestia, I don't even know what I'm doing anymore..._

Applejack blinked in surprise at Trixie's unexpected reaction. Biting her lip, Applejack thought for a moment and then continued. "But at the same time... horsefeathers, I can't believe I'm even sayin' this... if somepony'd told me a week ago that I'd find The Great and Powerful Trixie squattin' on my property, bonding with my friend's sister, apologizin' to me and carin' about anypony other than herself... I'dda told her she was the worst fortune-teller in Equestria. But plain as day, here I am."

"Trixie, I don't know if I can trust you just yet. You did a lot of bad things before. But Sweetie Belle... it seems like you help her when other ponies can't, and I can't ignore that. I don't care if ya plan on teachin' her magic or just bein' her friend or whatever, just promise me one thing." Applejack said, looking Trixie dead in the eye. "Promise that no matter what, you will not break Sweetie Belle's heart with this. I don't care if you hate me or Twilight or any of the rest of us ponyfolk. Just don't make Sweetie Belle suffer for whatever you're goin' through. Nopony deserves to be hurt just 'cause some other pony is trying to escape from what they've made of their own life... her least of all." Applejack paused, looking to the side as if the thought reminded her of someone else before turning back to Trixie. "Promise me that."

Trixie was still unsure of what to make of the confusion in her head, but nodded with solemn honesty. "I swear... I won't."

Applejack nodded back. Straightening her hat with one hoof, she turned and started walking back up the hill. "Alrighty then. Ah don't know what I'm gonna tell Miss Cheerilee or Rarity, but I'll think'a somethin'. And I'll be back every now and then to keep 'an eye on you. Don't think I'm not watchin'."

"Applejack?"

"Yes?" Applejack stopped and looked back.

"Is Rarity...?"

Applejack nodded. "Sweetie Belle's older sister, the one whose hair you fussed up when you first came here. She practically Sweetie's mom but they... had a fight, so I'm watchin' her fer now. They haven't talked in a while. Any other questions 'fore I go?"

Trixie turned away from Applejack as she spoke. "Just one more thing. If you could, please don't say... _her_ name anymore. I don't like what it reminds me of."

"Alrighty, I understand. And I won't tell her yer here neither. As long as you show me I can trust you, I won't tell nopony. I need some time to think this through 'fore I decide."

"Thank you..."

"Take care of Sweetie Belle. If she wakes up in time, you both are free to come by for supper."

"I will. I promise"

-To Be Continued-

You can find me and my other work at -

FiM Fiction, Fanfiction.net, FurAffinity, DeviantArt, GoogleDocs, and Tumblr.


	3. Chapter 3

"I'll move my royal guard here, capturing your other pegasus. And um... checkmate."

"When did... this isn't possible! The Great and Powerful Trixie doesn't lose this many times in a row, especially not to a kid!" Trixie groaned, bringing her hoof down on the game board, shaking the pieces and knocking some into the grass by the stream.

"So..." Sweetie Belle said expectantly.

"Fine. Here, just have them all. I've lost enough already."Trixie sighed as she rubbed her head with one hoof, levitating the bowl of wrapped apple candies Applejack had given the two and upending it into Sweetie's matching bowl in defeat.

"And later tonight you'll...?"

"Yes, I'll brush and comb your mane as I promised."

"And I can...?"

"Yes, yes, alright! You can have all the pillows you want from my bed tonight, and the blankets too.. Just don't rub it in anymore."

"Yes! Sweetie Belle is once again the chess playing champion of Ponyville! Undefeated of the east orchard! Master of the- " Sweetie froze mid-sentence, turning to see Trixie giving her a very unamused stare. Taking a moment to glance at her flank but finding no new cutie mark for her success, she smiled back sheepishly at the older unicorn. "Um... sorry."

Trixie rolled her eyes, resting her chin glumly on the tree stump between the two ponies as she levitated the game pieces back into their box, followed by the board, and finally sealing it with the lid before setting it to the side with a a stack of other boxes. "I do believe that exhausts all our boardgames to defeat Trixie at? It would appear that they are not your special talent either, although she finds your skill uncanny."

"There's a pony in my class at school named Snails who I used to play with a lot. He's really good at them 'cause he takes a long time to think about his moves. I almost never win against him... although he forgets which color he's playing sometimes." Sweetie Belle replied. "But we still had fun, right? It looked like you were having fun!"

Trixie shifted uncomfortably in the grass, looking away from Sweetie Belle with an upturned snout. "Trixie... may enjoy these mental diversions from time to time, and assisting you in finding your special talent is not without its merits as well. But enough of this, we have been playing all morning and it is time for your practice."

Sweetie Belle's expectant smile faded, quickly replaced by a pout. "Can't you teach me something more magical instead of making me practice all the time? I'm tired of just 'holding'rocks or whatever you say I'm doing. It doesn't even feel like magic!"

"Practice is what separates the masters of unicorn magic, such as The Great and Powerful Trixie, from the dabblers and braggarts! Trixie became as good as she is now only through unwavering devotion to her skills."Trixie said, waving her hoof for emphasis. "There has not been a single day in her life that she did not strive for the greatness she now possesses. Understandably not every pony can be as great as Trixie, but if you wish to be the student of such a brilliant unicorn you should show some modicum of devotion yourself."

"Okaaaay."Sweetie responded with disappointment. Standing up, she trotted back up to the clubhouse to retrieve the bucket of small rocks, marbles, and other objects Trixie had designated for practice. Pausing midway, she turned and looked back at the other unicorn, chewing at her lip in hesitation before speaking. "Um... Trixie?

"Yes?"Trixie responded, looked up from the tree stump.

"I'm glad you're my friend." Sweetie Belle said, smiling softly.

"I... I'm glad too."

"**The Guidance and Patronage of Trixie"**

Chapter 3

An MLP:FiM fanfiction by Lounge_Lizard

(Characters: Sweetie Belle, Trixie, Applejack, Rarity)

(Revision v0.9 - 11/9/2011)

A knock came at the door of Ponyville's fashion-famous Carousel Boutique one day at the end of summer. A heavy overcast had begun to fill the sky, the weather patrol having brought together many clouds to increase the chance of rain and begin the seasonal change to cooler weather. It was just past noon, but the sign in the dimly lit window of the boutique had already been turned over to show the words 'Please come again'in elegant cursive script. Sounds of music echoing out of a record player could be heard inside, notes of a lone piano echoing elegant and melancholy inside.

Seconds passed as the request from the front door of boutique went unanswered, the whole of the building quiet aside from the music. In the back room of the shop Rarity stood in front of her worktable, unmoving and silent, her mouth hanging open in a small but sad frown. Front hooves rested limply upon a half-stitched cut of fabric as it in front of her, the cloth frozen in its journey

through the sewing machine. Her eyes stared off into space past her work to a small worn pillow

resting on the floor under the window, the few early afternoon sunbeams cast through the glass giving it a delicate beauty. It had been by no means been Rarity's finest creation, but the pony that had received it had loved it all the same. The pillow was empty now, though, and had been for a long time.

The knock came again, a little stronger this time, accompanied by some murmur that sounded familiar. Rarity looked down at the sewing machine in front of her and blinked slowly, her eyes stinging from dryness. Reaching up with a hoof to rub at her tired eyes, she found a small damp trail running down her cheek, making her pause. _What have I been doing ? Was I... crying?_

Her mind began to slowly wake back up as the knock came for a third time, startling her off her worktable. Shaking her head to clear the mental fog she trotted over to the inner door separating the front and back rooms of the boutique, holding it open for her to call though. "I'm sorry, we're closed," Rarity responded to the visitor at her door, her voice croaking as she broke into a dry,

rattling cough. "The new hours are on the sign or by appointment only, please come back tomorrow!"

"Rarity, its me AJ, open up! We need'ta talk about Sweetie Belle." The brown earth pony's voice was muffled as she continued to pound on the door with her hoof.

"A... Applejack? I'm sort of busy right now dearie, can't this wait till some other day? I... I'm sure whatever it is can wait till then. How about tomorrow at..."The white unicorn nervously glanced over her shoulder and into the workroom to the shelf where her scheduler lay open to the current month. Every single entry on the page had been scribbled out, erased, or canceled. "..ten-thirty in the morning? I'm just too busy to do it any other time with all my orders and appointments. Its my only opening and you have to catch me right before I close or I'll -"

Appearing at one of the windows that peered into the back of the shop, Applejack pressed her face against the glass, smudging it as she glared inside at the unsuspecting unicorn. "Nuh-uh, missy. Right here, right now."

Rarity jumped in surprise, turning to face the pony that had appeared behind her with one hoof tucked against her chest. She blinked hard and squinted, her eyes heavy and swollen from lack of sleep. "Applejack! Don't you know better than to peep in on a... lady..."Rarity said, her voice trailing off as her gaze fell to the pillow resting below the window, her thoughts drifting back to her earlier reminiscence.

"Now, Rarity! I'll buck down your door if I have to!"Applejack shouted back through the glass, clenching her jaw impatiently. Her heavy breathing began fogging up the window. Raising an eyebrow in alarm at Applejack's threat, the other pony cantered off to unlock the front door.

Rarity could feel the animosity radiating from the cowpony as she walked past into the boutique. Furrowing her brows in anticipation, she shut the door with her hoof before turning to face her visitor with a courteous smile. "What brings you visit today, Applejack? Do you need me to re-size that dress I gave you for Sweetie Belle's school festival? Or did she forget something else here that she needs at the clubhouse? I thought I sent her with enough mane-wash but after you said she needed more last week I started worrying if I sent her with enough beauty supplies."

Applejack tensed, the corners of her mouth turned down in a scowl as she turned around to face her unicorn friend. "Ya know exactly why I'm here Rarity, so stop actin'like ya don't! You've been avoidin'this talk with me since Sweetie started missin'school. I'm not hearin'another excuse of 'urgent order this'or 'emergency adjustment that' you are gonna tell me _now _- Why is Sweetie Belle still on my farm?"

"Oh, I... I see. I am terribly sorry to have inconvenienced you, Applejack."Rarity apologized meekly. "If Sweetie Belle is being a burden, I'm certain I can find some other foalsitter for her. Fluttershy would probably be able to accommodate for a little while while I find someone, I'm sure. I could probably hire Roseluck or Daisy, they still owe me a fair number of bits for their last festival dresses."

Applejack's face immediately contorted into an mixture of anger and disbelief. Lifting one leg up, she slammed her hoof down on the floor of the boutique. "What in the hay is wrong with you, Rarity? How long are ya gonna leave your little sis sufferin'out on my farm while you twiddle yer horn in here makin'fru-fru dresses to impress rich ponies! Its been just over two

weeks since I took her in, and you haven't even so much as tried to talk to her once! Two weeks, Rarity! I took her in so you two could cool off, not so you could ignore her!"

Rarity's face flushed red with shame from the stinging accusation "Well excuse me for not being the model 'big sister'you are to Applebloom. Some ponies don't have the luxury of raising our

sisters with a Granny Smith, a Big Macintosh, and a ballroom of other relatives to help out. I don't have a business that keeps food on the table year round and is needed by everypony. I don't have a convenient answer for every problem like you do!"

"That's not the point Rarity! Yer makin'excuses! If you needed help with Sweetie Belle you coulda asked me or Twilight or any of us! And its not like the farm hasn't fallen on hard times some years!" Applejack shouted as she advanced on Rarity, making the unicorn shrink away. "And saying 'you don't have all the answers'doesn't excuse you none either! Spike was kind enough to inform me you haven't left the boutique at all this last week, sendin'customers away an'limitin'yer hours, an that'cha even missed yer weekly appointment with Fluttershy at the spa. You have no right to jus'lock yerself away in here at Sweetie's expense! She needs you!"

"I'm trying, Applejack! This isn't as easy for me as you think!" Rarity yelled back, her voice lacking conviction. Tears were forming at the corner of her eyes as she retreated from her friend's menacing words.

"You jus'don't get it do you? Tryin'ain't good enough, and Sweetie Belle ain't just some problem you can try to ignore 'till she goes away!" Applejack continued, looming over the cowering unicorn.

"No! You don't get it! I'm trying to take care of her, and I can't even do that! It's ME! I'M THE ONE WHO'S THE PROBLEM!" Rarity screamed suddenly, her face twisting up in emotional agony as she lunged forward.

Applejack stumbled back in surprise at the outburst, bumping into the small table that held the record player. The building was cast into sudden silence as the needle jumped from its track, dislodged by the jolt. "Rarity, wait a minute! I-"

"It wasn't supposed to be me! Mom and dad were supposed to take care of us both! You had the rest of your whole family to take care of you and Applebloom, but after _**my**_ parents died I was the one left all alone! I was the one who had to suffer!" Rarity shrieked, jabbing at herself with one hoof as tears welled in her eyes. "I didn't have our mother, but at least Sweetie Belle had me! But it's not good enough, nothing I do is ever good enough! I'm trying to protect Sweetie Belle and do what's best for her but it just keeps getting worse! Everything I do makes it worse!"

"Rarity, calm down! I didn't mean it like that!" Applejack said in alarm, her friend's behavior distressing her more with every word.

"She was barely two months old, Applejack! I wasn't old enough to know how to raise a foal, but I had to do it anyway! I've given up my life so that she didn't have to suffer alone like I did! Everything I've ever done was for her!" Rarity continued, her voice cracking from her hysteria. "I thought if I worked hard enough, my creations would become famous and I could sell the boutique and my designer's rights, and then Sweetie and I would never need to worry again! Or if that stuck-up nephew of the Princess had been anything but a horror then she could have been adopted into the royal family! I don't care about money or being married to some prince! I've

never cared about anything more than her! I'd sacrifice everything if it meant she could be happy!"

"Please, stop! I just wanted'ta help Sweetie Belle, I said didn't mean anythin'like this!"Applejack shouted back, desperate at seeing her words not reaching through to the other pony at all.

"I want to be her big sister, to make her laugh and listen to her dreams and wishes and be the one pony who will always be her friend! The one pony she can always trust to make her happy! But I'm supposed to take care of her, Applejack! I don't get what I want! I don't get to be loved by my little sister!"Rarity cried in pained despair, the tears streaming down her cheeks. "I have to be the one to make her angry when I say no, and make her sad when I can't play with her! I'm the one who has to make her cry herself to sleep when I say she's too old to stay in my bed every time she has nightmares! And I have to because I have to replace the mother she doesn't have anymore! Every day I try I have to stop being her big sister a little more, and every day, she hates me a little more!"

"Rarity, Sweetie doesn't hate you! She loves you!" The orange earth pony pleaded as she reached out to put one hoof on Rarity's shoulder.. "Please, jus'calm down!"

"She even tried to run away from me Applejack! And you know what I did? I hit her! I HIT HER!"Rarity wailed, sinking down onto the floor and holding her head between her hooves, covering her face. Her whole body shook as she tried to hold back in front of the other pony.

"You hit... But..."Applejack let go of the cowering unicorn as she sunk to the ground in front of her, stunned disbelief coloring her voice. "Why... why would you... jus'because she tried to run doesn't mean she don't love-"

"I wish I had died instead of mom and dad." Rarity sobbed from behind her hooves. "I wish it could've been me..."

"No, Rarity please! Don't ever say that! Sweetie-"

"Leave me alone, Applejack."

Applejack stood there with her mouth hanging open, not wanting to give up but feeling powerless to fix what had unfolded in front of her.

"Please, go away. Just... go away."

"Rarity, can I jus'.. can I come back, later tonight or somethin' jus'to be sure you're okay? Please... it don't feel right, leaving you like this."

Rarity nodded her assent without looking up.

Applejack walked quietly to the door, opening and shutting it behind her as she stepped out into the humid air with a sigh. "'Just go talk to Rarity and give her a piece of my mind,'huh? Nothin's ever that simple, Applejack."The earth pony muttered half-heartedly to herself, the sound of Rarity's mournful wailing becoming more and more distant as she walked back toward the farm. A few sparse raindrops pattered against Applejack's face from the dark clouds above.

She was in the mood for rain.

"I guess the rest of my afternoon practice will have to wait, huh."Sweetie Belle said , looking out the window of the clubhouse at the bucket of practice knick-knacks Trixie had picked out, slowly filling with rainwater from the ongoing downpour. It had been forgotten in the rush to bring in the items more likely to be damaged by the rain, such as the many board games now stacked tall in the corner of the room next to the the crates containing each of the Crusader's personal possessions.

"In light of current events Trixie is willing to grant you this reprieve from your studies. She has no desire to go out in that cold torrent again this evening." Trixie grumbled from the doorway, her mane and coat sopping wet from doing the bulk of the game-rescuing work with her magic. Her cape and hat had been evacuated inside first, leaving the pony to run about in the rain un-protected. "It boggles me that one child needs all these toys and games."

"They're not all mine! Scootaloo got at a lot 'em from Pinkie Pie, but she isn't very good. My big sis got me the chess set a long time ago but... you know." Sweetie Belle's voice drifted off as her head sank down, her curls shadowing her face in the dim candlelight.

Trixie could tell the direction of the younger unicorn's thoughts, and quickly changed the subject. "Perhaps Trixie can... er... teach you something new to do with magic, if this rain

continues tomorrow. Or why not right after dinner! I wonder what delicious things Applejack brought for us. And where is that towel..."

"Applejack never showed up today. She's always come by to watch us in the morning since she met you. I wonder what happened." Sweetie mused, lowering her front hooves from the windowsill.. "But... I don't think I want to learn any more magic today. Trixie."

Trixie raised her eyebrows, a bit taken aback by the filly's lack of enthusiasm. _She's not usually like this. I didn't do something to upset her again, did I? I don't think I did... No, she probably just misses Applejack's company, or she's down from thinking about her sister, or perhaps she just doesn't like the rain. Maybe I can cheer her up, though._

"Well... we have leftovers from lunch right? Lets eat those and then I can brush your mane as promised. Doesn't that sound fun?"Trixie offered, smiling as she dried herself off.

"Okay."Sweetie Belle responded gloomily, walking over to the door and picking up the basket of food, a few slices of apple torte and daisy-and-olive sandwiches still left from lunch.

The two unicorns ate in silence, the rain against the roof and windows of the clubhouse continuing unabated. A few minutes later, Trixie stared through her damp mane at an uneaten olive about on her plate, frowning as she rolled it around with one hoof and waited anxiously for the smaller pony to finish her meal. _Something's bothering her and she's not telling me. Why not? How am I supposed to help her if I don't know what's wrong? And what if it's my fault.? I'm no good at this!_

Trixie looked up at Sweetie Belle. She was still busy making a crumbly mess of her torte. Another bat of the blue hoof, and the olive wobbled around the rim of the plate again. _This is stupid. The Trixie from before wouldn't be like this. She wouldn't care. Let her take care of their own problems. She'll get over it. Besides, its not like I'm obligated to help her or anything. I don't even have a clue what's wrong or how to fix it, how am I supposed to make things better?_

The olive was interrupted in its tiny path around the world of the dinner plate as Trixie's hoof stropped it, the pressure from her hoof slowly increasing as her frown grew deeper.

_That __**would**__ be just like me. Some pony I grew up to be. What made me think I could be anything like dad..._

"Trixie? Are you... playing with your food?"Sweetie said, raising an eyebrow.

The blue unicorn blinked as she stared down at the plate, then looked up at Sweetie Belle standing across the room, and then back down to her plate. Lifting her hoof, she found the remains of the olive, smashed into an oily paste on her plate. Quickly retrieving her napkin with her magic, she waved her other hoof dismissively, forcing a smile onto her face. "No, no! Trixie is fine, just fine. She just... doesn't like olives."

"Oh... well save them for me next time!"Sweetie Belle said, before turning nudging the basket of brushes and combs away from the wall with her snout. "Is it okay if we brush my mane now?

"Sure."Trixie said, relieved she had not tipped off Sweetie Belle to her negative thoughts.. "Get a few pillows for us, okay? The floor's getting a little chilly."

Sweetie went over to the pile of cushions that was Trixie's bed and pulled a few down. Using her front hooves, she kicked the cushions in front of her as she crossed the room back to Trixie, who was sorting out a few brushes. A small vanity mirror was set on the floor a short distance away.

"Just put them here and sit down in front of the mirror, okay?"Trixie said, standing and gesturing at the ground in front of her. "I'll do your tail first. We'll have to put curlers in some other time too, the only bath you could get right now would be a cold drench in the rain."

After positioning a pillow for Trixie and two between her, Sweetie eased down on her side onto the pillows facing away from the older unicorn. Glancing down, she flicked her tail out to straighten it. "Is this okay?"

Trixie concentrated briefly, adjusting the mirror with her magic till she could see Sweetie's face reflected in it. Levitating a broad-tooth comb, Trixie began to brush it through the hair of the filly's tail, freeing loose bits of leaves and burrs that had accumulated in its curls.

Trixie continued for several minutes, making broad strokes through the pony's fine hair, working her way up to the base and back down again until the tail lay straight and smooth. The filly's chest rose and fell as Sweetie took a deep breath and let it out. Glancing in the mirror, she could see Sweetie's eyes were closed. _I closed my eyes too, when dad brushed me before bed. It felt good. I wonder if..._

Trixie cleared her throat nervously, setting aside the comb and slipping a broad, flat coat-brush over her hoof. Her heart pounded in her chest as she smoothed the short pale hair of Sweetie's coat, slowly trying to build up courage.

"Okay, other side now."she said, tapping the filly gently on the side with her hoof. Sweetie Belle obediently rolled onto her stomach and turned around to lay down again on her other side. As Trixie worked the teeth of the brush across Sweetie Belle's body she began to hum softly, her voice wavering on each note.

Sweetie Belle's ear flicked up as it caught the sounds of Trixie's voice, but she remained still. After a few seconds, she opened her eyes and glanced at Trixie in the mirror. "Is that a song?"

Trixie's brush-holding hoof paused over the filly's shoulder, her foreleg shaking. "Y-yes..."

"Would you sing it for me?"

Trixie swallowed, trying to clear the tightness in her throat. "I-I... I'm not very..."

"Please?"

"Okay... I'll try."

Trixie took a few deep breath, her whole body shuddering as she tried to let her anxiety dissipate. Gradually, she felt her heartbeat slow and her shaking ceased. Putting her right hoof back on the smaller unicorn's coat, she closed her eyes, letting her sense of touch guide the brush as she sang, her voice quiet and delicate.

_Down from my night sky, bright stars shine_

_They shine on my face through a hole in the roof_

_Behind the dark clouds here, there's a moon_

_And when I sing to them, I close my eyes._

_Inside my room here, I catch the stars_

_And inside a jar I keep them for you_

_Safe in your bed, fall asleep_

_And when I sing, my stars will shine_

_Just for you._

_Down from my night sky, bright stars shine_

_They shine on my face through a hole in the roof_

_Behind the dark clouds here, there's a moon_

_And when I sing for you, tonight,_

_I close my eyes._

Trixie's voice trailed off, the unicorn falling silent and looking down at the filly laying at her feet. Sweetie did not speak, her chest continued to rise and fall slowly and steadily. Trixie lifted her hoof and continued to groom the young filly.

Sweetie lay there patiently until she felt the brush lift from her coat. When it did not return, she opened her eyes and looked looked in the mirror again to see Trixie holding her hoof to her face, eyes closed and frowning sadly. Pushing her small legs out, she lifted herself off the cushions.

As Sweetie sat up, Trixie quickly opened her eyes and turned to the side, her face hidden behind her hair while she slipped the flat brush off her hoof and levitated a fine tooth comb over to her. "Your mane will have to be straight for awhile until we can curl it again."she said, using her hooves to pull Sweetie Belle right in front of her.

"Are you leaving, Trixie?"Sweetie asked quietly.

The brush dropped from the air, clattering on the ground next to the two ponies.

"I...why... why would you think that?"Trixie responded.

"Applejack said you had done bad things a long time ago, and that when my friends came back that you probably wouldn't be able to stay here anymore."

"When?"

"At the end of the month."

Trixie sat wordlessly behind Sweetie Belle, a few minutes passing with only the sound of rain falling on the clubhouse.

"The Great and Powerful Trixie wouldn't... she wouldn't abandon her student. Of course she is staying."

"But... what if you do have to leave? I don't... I don't want..."Sweetie Belle did not need to finish her sentence. _I don't want you to go away._

"Trixie will do everything in her power to stay. She promised, and Trixie always keeps her promises." Her voice was flat and emotionless.

"Are you sure?"

Trixie levitated the hairbrush back up to the mane in front of her and resumed her work, the pink and purple curls slowly unraveling as the teeth of the brush passed through them. "Of course."

"Okay." Sweetie said, her voice sounding a little more spirited as she looked away from the mirror and closed her eyes, focusing on the feeling of the brush through her hair. All she could see were her own legs anyway. "I liked your song. And... I'm really glad I met you Trixie."

Sweetie Belle did not see the older unicorn clench her jaw and close her eyes tight to keep herself from crying, nor sense the tightness in her chest that made it so difficult to reply.

"..I am too."

-To Be Continued-

You can find me and my other work at -

FiM Fiction, Fanfiction.net, FurAffinity, DeviantArt, GoogleDocs, and Tumblr.

Comet Cloud's Lullaby is a lyrical rewrite of "Green Grass of Tunnel"by Mum, one of many songs that inspired my writing of this fiction.


	4. Chapter 4: Interlude

"Nnn... " Sweetie Belle groaned as she rolled over, kicking the myriad pillows about underneath her with her hind hooves. Her hips ached, her body unused to resting on the cushiony bed she had won in the chess game the previous day. Unable to find a good position, Sweetie sighed and let her body go limp, using her nose to brush the pillows off her face and wiggle her head out from the pile she had buried herself under. No light greeted her tired eyes on the other side. Sweetie Belle blinked a few times as she turned her head to look about the almost perfectly dark room, a distant peal of thunder bringing the sound of the rain that she had tuned out many hours ago back into focus.

"Still nighttime... dumb pillows. Too stifling, too cushy..." Sweetie grumbled, languidly kicking a few of the offending cushions off the pile and onto the floor beneath her. Cold air rushed in once her insulation had been removed, shocking Sweetie Belle fully awake and making her groan again in frustration as she tucked her legs close for warmth. "Just want my old bed back..."

Digging down next to her, the disgruntled filly pulled out a large, rough-hewn quartz crystal from deep beneath the pile with her teeth and breathing warmly on it like Trixie had instructed. The crystal began to glow, illuminating the room with its soft, refracted light. Sweetie held the magical nightlight tightly in her mouth as she slid tail-end first off the tall pile of pillows to the floor, landing on her rump with a soft grunt. Creeping forward on the tips of her hooves between the fallen pillows, she slowly made her way to the other corner of the room where Trixie lay in the bed earned from her own loss in the chess game.

Sweetie slowed, approaching the older unicorn's sleeping form. There were barely enough pillows for the mare to raise herself off the floor. Sweetie's too-small blanket was tightly wrapped around her curled and trembling form, her sole insulation from the cold. All Sweetie could see was the tip of Trixie's horn and her long, icy-blue mane splayed out brilliantly in the dim light.

A pang of guilt ran through Sweetie Belle's heart, her earlier displeasure over being woken forgotten. Setting the crystal nightlight on the floor, she lifted one small hoof and prodded the pony sleeping under the blanket.

"Trixie... wake up. You can have your bed back. I don't want it anymore."

The mare tensed, her her body pulling in and shrinking away from the touch, forming deep creases in the blanket covering her. Sweetie recoiled and stumbled back, almost tripping over the nightlight. She stared at the curved shell of the blanket under which Trixie slept, waiting for some movement or sign, but the other pony did not stir. She brushed worriedly at the blanket again, trying to ease it away from her friend's face.

"Trixie? Are you okay?"

* * *

><p>"<strong>The Guidance and Patronage of Trixie"<strong>

Chapter 4 - Interlude

An MLP:FiM fanfiction by Lounge_Lizard, aka Im_not_Sue

(Characters: Sweetie Belle, Trixie, Applejack, Rarity)

(Revision v1.1.1 - 03/03/12)

* * *

><p>"<em>Wow Trixie, you're amazing! I didn't know you could do that with your magic!"<em>

"_Of course! I'm great and when I grow up I'll be the best unicorn! I'll make the cooks serve us cake every day, and Hole Punch and Paper Push won't get any 'cause they're mean and I said so! And when I'm old enough to leave this dumb house I'll go to Canterlot and prove I'm better than the bestest best unicorns! I'll use my magic and turn the palace wizards upside down and shake them until they're dizzy and then make fireworks for the Princess and then everypony will say I'm the greatest!"_

"_Wow... I... I wanna go with you! Can I go with you to Canterlot? I wanna be your... your... assistant! And like... do magic with you and stuff!"_

"_Summer, you're an earth pony. Earth ponies can't do magic, stupid! And you're too weak 'cause you're sick all the time! Mama Pincushion won't even let you out of the gates to play outside the orphanage."_

"_I know but I wanna go too! Please? I'll pull your wagon of magic stuff and throw confetti when you get to the palace and everything. I'll even color a big watercolor of you so they can put it in the palace and the princes can look at it and want to marry you!"_

"_Ugh, Summer! Why are you always talking about boys! I don't wanna marry an icky prince! But okay... you can come with me when I become famous. You can be my uh... troubabdoor... thingy... whatever Mama Pincushion was tellin' us about in history class. You can come with me me and tell ponies about how great I am!"_

"_Really? You promise?"_

"_I promise!"_

…_I promise..._

"...cuse me, Miss Cloud? Hello?"

The voice of the attendant tugged Trixie out of her reminiscence as she turned from the window to face the white-coated earth pony with a wreath cutie mark.

"Her number is J-22. Please respect any other guests while you're visiting, and remember to sign out at the desk before you leave. Here's the key."

Trixe trudged along the dirt path through the grove of flowering peach trees, the gate key tucked carefully into the pocket of her purple robe. Just ahead of her was the hill she had been seeking. At the edge of the incline rested a flat rectangle of cut and delicately engraved granite; a warm stone bed overlooking a stream passing through the rest of the grove and facing west into the golden setting sun. Summer Sky lay there, sleeping.

_You always did like peaches..._

Trixie slowed, scanning the lengths of the grove. A few evening birds resting in trees were her only companions in the clearing. Satisfied she was alone, she moved quietly up the hill to where the pony she was looking for awaited her. Keeping her eyes averted, Trixie set a bouquet of flowers by her friend's feet before setting herself down among the grass and fallen peach blossoms beside the stone bed. Clearing her throat nervously, she began to whisper.

"Hi Summer. It's me, Trixie."

The mare did not stir from her tranquil repose.

"I know we haven't talked in a long time, but... I wanted to see you. I... I heard from Ms. Pincushion that you finally got swept off your hooves by a prince like you wanted. I guess the old fart couldn't believe it when it happened. I'm... I'm really happy for you! You must have been really been happy too. I was so worried with you... you know, getting sick all the time, that you wouldn't make it to ever have your dream come true like that! Heh..."

Trixie's chuckle trailed off, her slight smile fading away in the silence. Several minutes passed, the breeze stirring the blue-tinted hair that hung in front of the unicorn's closed eyes. Even without looking, she could imagine Summer Sky's amber curls dancing in the same breeze as she watched the sunset next to Trixie.

"Summer, I... I really screwed up." Trixie started, her voice cracking as she choked back a sob. She lifted her head and gazed up past the blossoming peach trees, blinking away the tears forming in her eyes. The sky was lonely, cloudless, and empty. Using one hoof to wipe her eyes, she took another deep breath and continued. "I did something bad, and now everything's just a mess... I don't know what to do. I was going to ask you for help but... I guess now I can't."

Trixie began to sniffle as tears trickled down her cheeks despite her attempts to rub them away. "And... I know you probably can't hear me, but... I..."

Trixie finally looked up at the stone bed upon which an epitaph for her friend was written. They were words that in all her life, Trixie wished she never needed to read.

_Summer Sky lies here_

_Loving wife and mother_

_Taken from us young_

_We will miss you always._

"I'm sorry I couldn't keep my promise."

* * *

><p>Trixie glanced nervously about the lobby of <em>The Cozy Cushion<em> as she entered through its finely wrought brass-plated double door. The finely dressed businessponies, equestrian nobility, and other ponies of high social stature greeted her with a cold aloofness she had come to expect. The only eyes deigning to turn her way were those of ponies without enough self control to resist staring at the dusty, cloaked stranger whose appearance was altogether more unkempt than any patron of such a higher class establishment ought to look.

Trixie felt her face burn in shame as she trotted towards the reception desk that dominated the back of the lobby. She could almost feel every pony in the room examining her. Even though they neither looked at her nor once skipped a beat in their verbal dances, she knew they were aware of her. With the barest hint of magic she tugged the draped fabric around herself tighter, taking care to ensure her flanks were both covered. It had not been raining that day; It hadn't rained since early spring and it was the middle of summer. The heavy garb was useless at protecting her from attention, but it had been the only way to conceal her appearance.

She shifted the hood back on her head as she approached the desk, revealing her face a little more. She hated wearing it, but she didn't want anypony to see her face. She hated wearing anything other than that present her dad had given her. The present she din't have anymore.

The receptionist was a tall and slender grey earth pony, sporting a finely trimmed pencil mustache and goatee that accented his short black mane and snappy uniform. He eyed the new arrival suspiciously through his monocle, more so than the other employees behind the counter who knew better than to stare at guests. The grey pony dropped the pencil from his mouth and pushed aside his paperwork with one hoof as Trixie approached, raising one eyebrow as he spoke.

"May I help you ma'am?"

"The Great... I mean, I'd like a room please." Trixie said softly, keeping her head down. _Yeah just keep staring, you pretentious snob. It's not like I want to be here, to be at the mercy of some pony who doesn't care about me. It's not like I have a choice. I-_

"I'm sorry, _The Cozy Cushion_ does not offer open booking this close to the Summer Sun Celebration." The receptionist said with a sigh, pointing at the festive calendar at the wall. It was the start of June and the festival was three weeks away. "If you have a reservation we can look it up and check you in right now, or reschedule your existing reservation to another day for a modest fee if necessary."

Trixie blinked in surprise. "I don't remember this hotel ever doing that. Can't you just... check to see if there's an opening? Maybe before another guest needs their room. It would just be for a day or so. I can come back after the festival for the rest of my stay."

"We apologize for the inconvenience, but this is our standing policy." The receptionist responded, sighing disdainfully. "I can only give you a room if you have a reservation to claim, or help you reschedule or book a new reservation. You may use the facilities briefly, or visit the hotel restaurant. Otherwise I will have to ask you to leave. This is not a rest-stop for loiterers, and we have a business to run."

As the grey pony turned to go, Trixie began to tense, her sought-for sanctuary slipping away. _I can't do it. I can't live on the streets anymore. I don't want to be alone and hungry and afraid anymore. I don't want to live like that anymore! I can't! _

"Wait, please! I... I have a reservation!" Trixie yelled, reaching out with one hoof to stop the colt.

The grey pony stopped as he felt the blue mare's hoof on his shoulder. The whole lobby fell silent, muted by Trixie's outburst. His eye darted back to squint at Trixie doubtfully, but nonetheless he reopened the massive reservation book he had been writing in before Trixie's entrance.

"Name?"

"My... it's not under my name. It's under my dad's name." Trixie muttered quietly, her heart pounding in her chest. She could feel the eyes of the many ponies in the room on her now, not just the sideways looks and feigned ignorance to her presence. Even the other employees behind the large desk were staring, their accounting and mail sorting temporarily halted to observe the unfolding spectacle.

"...and his name _is_?" The receptionist asked impatiently.

"Comet Cloud."

The receptionist snapped the book closed without even looking, startling Trixie and causing her to flinch back involuntarily.

"We have nopony by that name in our reservations." He said. His voice held no uncertainty.

"Wha... you- you didn't even look!" Trixie protested.

"I don't need to, this book is for record keeping. I have every reservation in this book memorized, and I'm quite sure we have no pony by that name."

"But... my dad's name is on the special list! You have to know that!" Trixie said, panic creeping back into her words. "Maybe... maybe there's some misunderstanding. His name should still be there. If you could just-"

"I don't have any idea what 'special list' you're talking about, miss. Unless you have a reservation under another name, I'm going to have to kindly ask you to remove your hooves from my uniform and leave." The colt's eyes fluttered as he nodded to the two bellhops at the door. They dropped the luggage they were unpacking from a carriage at the door and began to advance towards Trixie.

Trixie glanced behind her. seeing the approach of the two ponies who were clearly ready to remove her from the building by force if necessary. She stepped back away from the counter, slipping the hood of her cloak off her head as she continued to plead. "Wait, please! Just ask the owner! He was good friends with my dad before he d- I mean, before he st-stopped coming here. Maybe it got erased by accident, or he stopped telling employees about it! I know it was some years ago, but back then he always let my dad stay for free a few times a year. He left my dad's name on the special list so the other employees would know! He said he would help out if I ever needed a place to stay! I'm Comet's daughter, the owner would recognize me from when I was just a filly!"

The pony behind the desk scoffed. "Ma'am, I _**am **_the owner."

The words struck Trixie like a lead weight. Realization began to sink in, even as she raised a trembling hoof to point at the colt before her.

"No, you're lying you're not... you're too young, he was-"

"I bought this establishment from the previous owner's wife three years ago, ma'am. He was quite old and was getting too senile to run the business, and he passed away shortly thereafter. I don't know what sort of arrangement you or your kin may have had with him, but I'm afraid I cannot honor them. Now if you would, I have guests waiting."

Trixie couldn't move.

_This is it. I'm going to be homeless. I don't have any money. Nopony who knows my name will take me after what I did. Mr. Cushion, Summer Sky, Dad... all gone. This was the only hope I had left..._

Tears formed at the corners of Trixie's eyes as her hoof sank back to the floor in defeat, her lip quivering as she stammered so softly she could barely be heard. "No... please, I-I'm his daughter... dad's supposed to be on the list..."

The hotel owner nodded wordlessly to the two ponies waiting behind the blue unicorn on the other side of his desk, and then turned and walked away. The two colts took hold of Trixie's sides and lifted her on their shoulders as they carried her towards the door. She didn't have the will to resist.

Trixie felt her hindquarters sink onto the hot sidewalk outside the hotel, the two burly bellhop ponies leaving with their duty complete. Her cloak was in disarray, leaving her visage dangerously exposed to public scrutiny, but she couldn't muster the strength to cover her face again. She sat there staring into the empty and lonely cloudless sky, her tears drying in the dusty breeze before they could even trickle down her cheeks.

_I... I can't do this. I don't know what to do._

_Dad... help me..._

* * *

><p>"Whats the meaning of this! Trixie didn't ask you to come back with some stupid letter, you numskulls!" Trixie shouted, throwing the unfurled parchment to the ground in front of her and grinding it into the dirt with her hoof. "Ugh, I can't believe I trusted you two after what happened last time."<p>

"I-I-It's not our fault! Really!" Replied Snips, cowering in front of the blue unicorn. "Tell her Snails, c'mon!"

"Uh, yeah! Sheeee just gave us this letter and uh, told us to take it back. Honest!" The taller of the two colts said, nodding his head enthusiastically.

Trixie groaned, turning her back on the two and striking her forehead with one hoof . "Fine, fine! Just get out of my sight, and don't you _**dare**_ tell anypony that Trixie is here here, or you and your cutie marks will be trading places. You understand?"

The plump-cheeked colt jumped a foot in the air, his eyes going wide in shock. "Y... you can't do that... you couldn't beat the Ursa so there's no way you could turn us into-"

Trixie rounded on the two, an angry fire burning in her eyes as she loomed over the cowering unicorn. "Are you sure you wish Trixie to test that theory?"

Snips began to back away slowly behind his taller friend. Snails was lost in thought, a dopey grin coming across his face. "Actually, being a snail would be kinda cool, dont'cha think Sni-"

"Snails, c'mon!"

Trixie snorted as the two colts raced out of the clearing at the edge of Whitetail Woods and back towards Ponyville. She glanced back down at the note on the ground, reading the hastily written words one more time with a resigned sigh.

_Trixie,_

_Please meet me at the Ponyville Library at midnight. There is something I wish to discuss with you.._

_Signed, _

_Twilight Sparkle._

"Hey Twilight, I found that copy of 'Frilly Fern's Guide to Finding Forest Fauna' that you wanted to take with you to Zecora's last week? And boy you won't believe where it was hiding."

"Thanks Spike, you're always a big help. Just leave it on the podium. You can go ahead and get to bed early if you like, I'll be finishing up here soon."

"Huh...? Bed? But it's not even midnight yet! You never go to bed this early. What gives?"

"I just want some quiet while I finish writing some notes up on this astronomy manual, and I thought you could use a break, that's all."

"Oh c'mon, I'm not that noisy! And you don't need to baby me all the time either! You know I'm ready to pull an all-nighter at the drop of a hat, just say the word!"

"It's alright, Spike, really! Just leave the rest of the reshelving for tomorrow and get in bed. Besides, Rarity told me this afternoon that she needed help cleaning her boutique again. She said something or other about Sweetie Belle and Applebloom trying to bake mud in the oven to get a cutie mark for pottery... anyway, I volunteered you for the job. You can finish the rest of the work here after you get back tomorrow."

"Fiiiiine, sheesh... _Yes! I get to help Rarity again! That's the third time this week!_"

"What was that, Spike?"

"Nothing, nothing!"

Trixie waited patiently outside the door of the Ponyville Community Library listening to the muffled banter of the occupants inside, the moon shining brightly in the clear night sky. She recognized their voices, from the fateful day that turned her life upside down. One had been cajoling, pleading, and whiny back then; but the other... the other was a voice Trixie would not soon forget.

The noises inside the library quieted down, the windows becoming dark as the lights inside were snuffed out. Her heart picked up a little in her chest, the hair on her neck standing in nervous anticipation. Trixie took a deep breath and closed her eyes, focusing on the cool night breeze moving through her mane and across her coat.

_It's mine, not hers. I won't let her keep it. No matter what she says._

Many minutes passed until finally she heard the click of the door unlatching behind her, followed by creaking as the heavy door swung open. The moonlight shining through the door revealed the face of the library's occupant, Twilight Sparkle.

"It's safe now, you can come in."

Trixie stepped over the threshold and followed the other unicorn into the library, taking careful note of her surroundings. A few candles provided flickering light, casting long shadows from the two ponies across the many bookshelves that lined the walls. An owl sat perched on the windowsill by the door, its eyes staring unblinkingly at Trixie as she walked past. Twilight shooed it out the door before she could question its presence, the purple unicorn calling a soft apology after it as she closed the door.

"Sorry about that, I forgot about Owloysius. Anyway, I'm glad you decided to come." Twilight said, turning back to her guest.

Trixie sat down on her haunches, averting her eyes from the other unicorn. "Skip the formalities. I'm here for one thing and one thing only, and I'll not listen to some incessant babble about 'the destruction I caused' or 'what a horrible pony I am to lie to so many' or whatever else you have planned. You have something of mine that doesn't belong to you, and I want it back."

Twilight frowned, her brows furrowing. "It's not like that. As hard as it may be to believe, I didn't ask you here so I could lecture you about what happened with the Ursa. Yes I have your hat and I will give it back, but I want to talk first."

"Fine. What do you want to talk about? I'll tell you whatever you want to hear." Trixie sneered. "You want me to praise you? Tell you how I'm so grateful that The Great and Powerful Twilight Sparkle is willing to return my hat and not turn me over to the citizens of Ponyville?"

"No, Trixie. I would never do something demeaning like that to anypony." Twilight replied, shaking her head. "I'm not out to get you, I'm concerned for you. I want to talk because I want to help!"

Spike's voice suddenly cut into the conversation, the baby dragon peeking out from behind the bedroom door. "T...Twilight? Is everything alright? Isn't that- why is _she_ here?"

"Stay in the bedroom, Spike. This doesn't concern you." Twilight responded coldly. She summoned her magic and pulled the door tightly shut, cutting off Spike's muffled protest. Her gaze remained focused on Trixie the entire time.

"You? Want to help _me?_" Trixie had not even so much as acknowledged the interruption, and began pacing angrily in front of Twilight as she spoke. "You're the reason I get spit on if I walk down the street without covering my face; why I can't find anywhere to sleep at night that isn't a back-alley trash heap or a ditch on the side of the road; why every time I scrape up enough money to buy myself something to eat, I have to pray to Celestia that the pony I buy it from doesn't recognize me so I can sleep in that ditch without an empty stomach!"

Twilight flinched, Trixie's accusation stinging her conscience. "I didn't have a choice. I had to do something to stop the Ursa or somepony could have gotten hurt. Not because I wanted to hurt _you_!" The purple unicorn replied, struggling to keep her voice calm and controlled.

"So you expect me to just forget it? To let you drown me in your 'mercy' because you think I'm helpless and need somepony to save me? I'm not going to lay down at your or anypony else's hooves with my face in the dirt and beg for forgiveness!" Trixie continued, her anger rising with every word. "You can't just give me a hug and say you're sorry like that fixes everything! I don't want your damn pity! My life was _**ruined**_ because of you!"

"No, that's not what I'm saying at all! Will you stop fighting me for just one second and listen? I know its my fault and that's why I want to help you! I want to make things right!" Twilight shouted in frustration, stamping her hoof on the ground and inwardly cursing at herself. She realized she was quickly losing her composure as the calm, thoughtful discussion she had planned began to turn into something much more unpleasant. "I know this isn't the first time life has been cruel to you, but it doesn't have to be that way anymore if you let me fix it!"

"Shut up! You know nothing about my life, about the suffering I've been through! NOTHING!" Trixie spat, beginning to pace about the library again. "I'm not going to listen to another word! Give me my hat back now, or I'll tear this place apart to find it!"

Twilight let the other unicorn circle around her menacingly, mentally steeling herself for what she knew was about to come. "I know your father's name is Comet Cloud. I know he worked at the Canterlot Royal Observatory before he moved with you to Manehattan, and that he d-"

Trixie spun about, glaring at the other mare in resentment and disbelief. "NO! Don't you dare talk about my dad! You don't know anything about the kind of pony he was, you weren't his daughter! You have no right to even speak his name!"

"That photo in your hat? I found it." Twilight said, standing her ground. "I tracked down the photographer who took it, and he told me who your father was. I already knew his name, Trixie. Comet Cloud wrote '_Change in Solar Bodies Since the Time of Legend_.' I'd know that book better than anyone."

Trixie stopped in her tracks, her head sinking down until Twilight could no longer see her eyes. She began to tremble as Twilight continued, each word making it that much more difficult to keep her rising anger bottled up inside her.

"Stop it..." She whispered, her voice so quiet that Twilight could not hear it over her ongoing speech.

"Nobody believed him when he first published it, but your father was one of the few ponies who noticed that the sun and stars were behaving differently after Nightmare Moon was imprisoned a thousand years ago. But last year I was the one that petitioned the Canterlot Royal Observatory to have the book re-added to their catalog. I went to Canterlot myself to talk to the astronomers there, and they all remembered you and your father. They told me what happened to your apartment, and how you were sent to the orphanage. They spoke very highly of him, Trixie. They could tell how much he cared for you."

"No... stop it...!" Trixie said, her voice building dangerously. She sunk down to her knees, holding her head in both hooves as she struggled to contain the rage bubbling up inside her like magma.

"A few years after the accident, you ran away from the orphanage and disappeared. Then one day you show up in Ponyville and... well, we know what happened next." Twilight said, stomping her hoof on the ground decisively. "I don't know why you started going around lying about yourself to other ponies, and I may not have known your father, but I don't think Comet Cloud would have wanted you to have ended up this way."

"Stop! Stop! _STOP IT!_" Trixie's head shot up, her horn glowing and sparking with jagged arcs of arcane energy as her magenta eyes bored into her antagonist's violet ones. Twilight's last sentence was the final straw, and she could no longer contain herself. The searing, bitter anger boiled up from her gut and spilled out through her voice, every word dripping with animus.

"You shut your mouth! Who are you to tell me what he would have wanted! You're NOTHING like the pony he was! If you say another word about my father I'll kill you, Twilight Sparkle! Now give me my hat back!"

"No Trixie, I'm not giving it back! Not until-"

"_NO! GIVE IT BACK! GIVE ME MY LIFE BACK!_" Trixie screamed. Her horn surged with light, and Twilight had only seconds to react to the jagged and terrible bolt of of electric energy that exploded from the tip of Trixie's horn and cut through the air towards her.

The resounding echoes from the clash of magical power finally faded into silence. Trixie lay still and unmoving in the settling dust and rubble that had once been the east outer wall of Twilight Sparkle's library, demolished by the battle between the two unicorns. Thick splinters and broken furniture lay scattered out into the street, many burned and singed. Pages from tomes almost as old as the tree itself rustled amongst the debris, or blew away in the wind.

Twilight stood panting and gasping for breath inside what remained of her home, no more than a half-dozen feet away from her fallen opponent. She stared intently at the pile of rubble that Trixie lay against, a glowing nine-tailed lash formed from her magic floating above her head in readiness. Minute lines of electricity sparked from Twilight's horn, running across her face and through her hair, crackling and smoking with dispersing energy that stung her cheeks.

The door leading to her bedroom creaked open behind Twilight, breaking the silence. A pair of green eyes peeked out from inside, their owner shivering in terror as he surveyed the destruction. One hand, purple, scaled, and trembling slid through the door and began to pull it wider before the voice of the one unicorn still left standing stopped it in its tracks.

"Spike."

The purple dragon yelped and leapt back from the door, landing on his back. Even in that one word, he had never heard Twilight speak with such force of presence before. He had also never seen Twilight actually fight another unicorn before, but somehow her calm, deadly determination terrified him much, much more.

"Y-y-yes, Twilight?"

"Get Fluttershy. Tell her that me and another pony are hurt badly. Hurry."

"F... Fluttershy? But what about-"

"Now, Spike!"

Spike threw open the door, stepping out into the wreckage of the library next to Twilight. She stood completely still, her stance one of a predator ready to strike. Burn marks and bruises adorned her body despite the thousands of fragments of magical glass that lay evaporating at her feet, a testament to her skill at shielding herself during the fight. Only one attack had made its mark; a splintered spear of wood jutted from her left hind leg, just above the knee. The bloody spar stuck out the other side, piercing completely through the flesh of her thigh. The wound glowed with a weak purple light as she magically kept pressure on the area, but blood was still slowly leaking out and trickling its way down her leg. Spike stomach turned, and he gulped to keep his dinner from leaving him right then and there. Closing his eyes to block out the sight, he leapt out into the street and ran. He dared not think of what would happen if he did not make it back in time.

Twilight shuddered and closed her eyes and let her head sink down, the glowing lash above her head fading from existence once she let go of the spell binding it together. She took a deep, pained breath and let it back out between clenched teeth, her sigh sinking into a whimper. Her leg burned like fire, the pain greater than any she had felt in her entire life. Nothing in her medical texts had prepared her for this. It had taken all her willpower to not break down screaming in front of Spike.

Glancing up, she could see Trixie still laying on her side just a few feet away amongst pieces of the sundered library. With great effort, Twilight pulled herself closer, her wounded leg dragging limply behind her. Craning her neck down along the way, she plucked the precious hat that Trixie had come so far to retrieve from the floor and carried it over to the fallen unicorn. Dozens of shallow lacerations crisscrossed the blue unicorn's flesh. Shoulder, flank, and chest all bled from where the lash had stuck. They had been attacks meant to impair and debilitate, not kill, but it hadn't quite been enough to stop her. Trixie's chest still rose and fell with breath. A huge electrical burn marked her belly, a bloody mess of melted hair and cooked flesh where Twilight's final spell had struck her down.

Twilight finally limped close enough to see Trixie's face. Between the scattered strands of ice-blue hair, Twilight could see Trixie's eyes glaring back up at her, the same burning anger still present in those eyes even now. Twilight opened her mouth, panting from her exertion as she let the star-covered hat fall from between her teeth to the ground next to Trixie's face.

"Here. It's yours. Take it. It was wrong of me to... to..." Twilight's paused, her voice trailing off as she grasped for the right words. "...to treat your past like one of my history books. I'm sorry."

The blue mare's eyes flicked up. Sure enough, tucked away inside the rim of the hat was the precious photograph of a young filly and the pony she had loved more than any other in the world. Trixie looked back up at Twilight, grimacing and shaking her head wordlessly. Still, she closed her eyes and reached out with her front hooves, pulling the hat close to her chest.

"When Fluttershy gets here... she'll... she'll treat you. But you'll have to... rrgh!" Twilight said, interrupted from a wave of vertigo that unbalanced her and threw too much weight onto her hind leg. Her muscles seized up around the splintered wooden stake causing it to twist cruelly in the wound. Twilight screamed out in pain and doubled over. Looking back over her shoulder she could see she had left a heavy trail of blood along the floor. Her wound was bleeding more profusely despite her efforts to staunch it. The amount of blood she had lost already was starting to frighten her. She could feel herself becoming more light headed and dizzy with every passing moment.

Gritting her teeth, she closed her eyes and turned back, concentrating on her words through the haze and pain. "You'll h-have to leave. Right after. Get out of Ponyville. I'm... not going to be awake for much longer, and the others, they... they won't understand."

"Why?" Trixie croaked, her voice hoarse and weak.

"W... what?" Twilight replied, confused. The magic holding her wound closed began to flicker and fade. She tried to focus, to stay awake, but the world was already becoming incoherent.

"Why am I never good enough?"

"I... I don't know. I'm... sorry..." Twilight said, her voice trailing off. The purple unicorn finally ran out of strength, her mind slipping into unconsciousness. Her eyes rolled back in her head and she crumpled to the floor with a muffled thud.

Trixie lay there in silence, once again alone. The numbness in her limbs was fading, replaced by aching soreness. Her skin still burned where her own ball lightning had stuck her, but the pain was not as great as it should have been. It had not been deflected back with full force.

Trixie struggled to her feet, favoring her wounded side as she lingered for just a few moments longer besides the limp body of her nemesis. The distant sound of pegasus wings accompanied by the wailing of the little baby dragon echoed in her ears, both growing steadily louder. Lights appeared in the windows of nearby houses as well as other ponies began to rouse from the commotion. Lifting her hat back into place on her head, Trixie gazed down upon Twilight's face.

_You knew you were better than me, didn't you. That's why you didn't challenge me when I first came to Ponyville. Why you didn't try to kill me even though I would've killed you. Why you're letting me run away again, just like you did before. You always knew..._

"I hate you, Twilight Sparkle." Trixie whispered as she turned away, limping out into the empty streets and away from the town of Ponyville.

* * *

><p>"Let go of me! You have no right to even TOUCH me! I'll make you regret-"<p>

The blue unicorn mare's furious shrieking was cut short as she struck the wet cobblestones behind the _The Haystack Diner_, the blow to her ribs knocking all the breath out of her. Muck and decomposing food scraps from the piled garbage bags smeared into the homeless pony's already filthy coat as she curled up on her side, pulling her legs in to protect her sore chest.

"I have every right ta toss you out, you good fer nothin' scumbag!" The mare's escort out of the diner retorted as he wiped his hoof off on his apron. His two other companions appeared behind him in the back door of the diner, tossing a saddlebag and torn star-adorned purple robe into the trash heap with the mare as their boss turned away. "Thanks for helpin' me take out the trash boys. Dumb broad, wouldn't think she'd weigh so much being that scrawny."

One of the assistants, a shorter pegasus with a pale olive coat, a fan-blade cutie mark, and a condiment-stained apron, stepped out into the yard. "Do you need to be that rough with her, boss? I mean, she just said she wanted some food. You didn't have to cuss her out in front of the customers like that. Couldn't we just given her somethin' and sent her on her way?"

The taller earth pony turned his head and sneered at his subordinate. "Chopper, you're new here so I'll cut you some slack, but you best shut your trap when you're talkin' bout things you haven't the slightest clue about. I wouldn't serve this mare if my own momma came back from the great beyond and begged me to. I said I was only gonna tell her once, and she ignored me, and I will not have her in my diner. Now you get inside and get back to work, we have paying customers with good reputations to take care of. Not scumbags like _her_."

The pegasus took a step back from the mare lying prone in the cold muck, her breath steaming as she clutched her chest, coughing heavily. "Wow boss... is she really that bad? I mean she just looks like every other homeless pony who hasn't eaten in a week. What did she do to... uh..."

The pegasus' sentence trailed off as his attention was drawn by movement from the unicorn mare. Her voice slowly built from a ragged groan in a strained shriek as she push herself up from the ground on shaky hooves. For a moment she stumbled, but then her horn began to glow, her magic flickering weakly as she used it to help lift herself from the ground. She turned around to face the three earth ponies who worked the diner, peering past the strands of her long-unwashed mane as she caught the gaze of the one who had just spoke.

Chopper stood there dumbfounded as the mare crossed the few feet between them, spinning in place just before him and bucking out with both rear hooves. The blow caught the unsuspecting colt right in the face. His nose broke with the ugly crunch of cartilage under the impact, his head colliding with the wall of the diner and knocking him out cold. Blood trickled from his nostrils as he slumped down to the ground, tongue hanging out from his open mouth. Trembling as she turned back around, the mare glared at the other two ponies, her eyes seething with anger and resentment. The other two diner ponies stared back incredulously.

"Trixie d-doesn't need... rrgh... T-Trixie..." The mare shouted, overexertion amplifying the pain in her bruised ribs. Her voice became more halting and strained with every word, her legs trembling as she struggled to speak. "Trixie doesn't NEED your worthless PITY! I'm... better than any of you! I'm the... the- greatest -!"

The unicorn's voice broke into whimper, and then an agonized shriek through her clenched teeth as she sunk face-first to the ground. Her horn dug into the dirt as she clutched at her body, every strained breath making her whimper from the searing pain in her chest.

The boss reacted to the blue mare's outbust and sudden seizure first, roaring out loud and charging straight into the unicorn, knocking her down with the force of his tackle. His other assistant was not long behind him, kicking her back legs out from under her and knocking her onto her side before savagely beating into her exposed stomach and chest.

"You little piece of trash! Who do you think you are? You think you can just walk into my diner like you own the place and then start a fight? If Chopper's hurt bad I swear you're dead, mare! You hear me!" The boss of the diner yelled, rearing up in front of the blue mare and smashing his feet down on her front ankles, grinding his hoof in with increasing pressure.

The mare screamed as the two ponies struck her over and over, the pain intensifying with each blow. She felt her front left ankle bend the wrong way before dislocating under the hooves of the earth pony in front of her. A kick to the face came next, bludgeoning her cheek just below the eye, followed by a crack as one of her already bruised ribs was fractured. All thought fled her mind, the vision of her own dirt-smeared blue snout in front of her fading away as she lost consciousness.

...

_ "Trixie, what's wrong?"_

_The voice is unmistakable._

"_D...dad?" Trixie says in a ragged voice, her heart contracting painfully with hope as she turns her head to look up. She's on the ground, laying on her side. The world is hazy, difficult to see. She's outside a red and white building that seems familiar somehow, under a cloudy sky that sprinkles a light rain she cannot feel. Her body aches, but it is a distant ache, as if the pain came from something she had suffered a long time ago in a place far away from the world she is in now._

_In front of her stands a cerulean unicorn, his grey-brown mane brushed away from his yellow eyes in an old-fashioned haircut that he has worn every day of his life. His eyes are framed by a pair of worn, green rectangle glasses, and draped across his back is familiar purple cape adorned with shining stars of many shapes and sizes. On his flank rest a trio of blue comets, their tails stretched long across a night sky. Trixie begins to cry out loud as she looks up at him from the ground, her lip quivering. She struggles to lift herself from the ground on weak legs, to pull herself closer to the pony in front of her, but there is no strength left in her. Just the distant ache that doesn't fade._

_The familiar pony bends down in front of Trixie and twines his head under her neck, lifting her up from the cold hard ground into a hug. His body feels warm against Trixie's cold one. His touch is strong and gentle like she remembers. His coat is smooth and soft like she remembers. He even smells faintly of old cologne just like she remembers._

_It's him. Comet Cloud. Her father._

_Every pain and anguish she has every felt from being without him wells up in her tired heart, the chains of hubris and disdain she had tried to wrap around it to keep the pain locked away disintegrating in an instant. Trixie leans deep into her father's shoulder, closing her eyes tightly as she cries into his blue-green coat. _

_Comet Cloud shushes her softly and affectionately, curling one hoof over her back to pull himself closer to his daughter. _

"_Shh... it's alright. I'm here."_

"_Why did you have to leave me, dad? Everything's gone wrong since you... since..."_

"_I know. I'm sorry."_

_Trixie sobs, clinging tightly to him as best she can with her weak body. Comet Cloud looks up at the sky and continues to stroke his daughter's neck. The rain continues to fall from the grey clouds above, but it does not reach him. Only Trixie is soaked by the rain. _

_He holds her there for a long time._

_Trixie's tears slow, and so Comet Cloud eases himself back. He reaches back with his mouth and tugs the cape off his back, draping it around his daughter's shoulders. He smiles and reaches up to brush away the wet spots under her eyes with his wrist. She sniffles and smiles back, but his smile isn't the same. It's melancholy and sad._

"_I'm sorry... but I can't stay here with you, Trixie. You have to be strong, and keep going."_

_Trixie shakes her head from side to side. "I-I can't anymore dad. I tried, I really did. It's too hard, and I s-sc-screwed everything up. I can't make it right again."_

_ "You have to."_

_ "Why?" She yells angrily, her tear-stained face twisting into a pained and bitter grimace._

"_Because one day you're going to be the greatest unicorn in all of Equestria, remember?"_

"_I can't... I'm not like you dad! I'm nothing without you! I can't do it on my own, I don't know how. Without you it... it hurts too much." Trixie responds, staring pleadingly into her father's yellow eyes._

_Trixie's father smiles sadly again, tilting his head in next to her ear to whisper in it as he hugs his daughter close one last time. _

"_It doesn't matter if everypony else is better at letters or numbers, or has more friends, or even that they are better at magic. What matters is that what you do is important to someone special, no matter how big or small. You were the only thing that was truly special to me, and that is why you will __**always**__ be the best unicorn in the world. Because you were my daughter, and I always loved you."_

_Comet Cloud steps back, leaving Trixie sitting on the ground alone. She looks up at him, confused and worried by those familiar words that strike deep in her heart. The ache in her body feels stronger and not so far away anymore. Her eyes grow wide as she realizes what is about to happen._

"_No... dad, please don't go..." Trixie pleads, feebly reaching out to her father with one hoof that doesn't seem to bend quite right. She can hear a peal of thunder somewhere far away. Her skin begins to tingle from the drops of rain falling from the sky, rain that she is no longer numb to._

_ "Wake up, Trixie."_

"_I can't do it! I need you!" She shouts desperately. She frantically tries to pull herself closer to him, but her body won't listen to her. The dim sunlight shining through the clouds is growing stronger with every second, casting the world in a glow that is washing everything away, not so different from the one that consumed her life so long ago._

_ "Wake up, Trixie."_

"_Don't leave me alone again!"_

_Despite the burning white light, Trixie can still see her father's yellow eyes glisten, a single tear running down his cheek before falling to the wet ground below._

_ "Wake up, Trixie."_

_..._

"Dad... " Trixie whispered under her breath, her mind dragged painfully back into consciousness. She tried to open her eyes but she couldn't see, couldn't feel anything but wracking pain and numbness. Her chest felt like it was flimsy fabric being torn apart every time she took more than the slightest breath. Her face was battered and swollen like a lump of meat. Her limbs didn't seem to want to move where she wanted them to and her front left leg refused to move at all, like she was a marionette whose strings weren't quite attached properly. The rest of her body she couldn't feel at all.

She lifted her head and tried to focus on her mangled left foreleg, tried to lift it an inch, even a centimeter. It felt like trying to lift a boulder. wiggling it back and forth, to break the feeling like it was stuck the wrong way. Nothing.

Trixie let her head fall back. She could barely make out some light now coming in past her swollen eyelids. She stared at it for some time, unable to do anything but let the gentle raindrops fall against her bruised face.

The light was suddenly blocked out by a shadow looming over her, the silhouette of a pony looking down at her slowly coming into focus. His lips were moving, but Trixie's mind was having trouble following what he was saying, something about staying still until help arrived. He seemed worried. Trixie blinked as she looked back up in hope, trying to focus on the pony's face, but it wasn't him.

Trixie closed her eyes once more, blotting out the cruel reality she had returned to. A small sob wracked her chest, despite the pain it caused her. She would've cried if she could, but her eyes didn't have any tears left. She knew deep down that he was gone forever.

_Dad... come back... I didn't get to say I love you too..._

* * *

><p><em>Trixie wakes up in her own bed.<em>

_It is dark. Trixie looks down, holding one hoof in front her face, but there is no light underneath the covers because it is still night. She pulls herself out of bed, hooves brushing across the rough carpet on the floor, carpet so rough it feels like dead grass. A wisp of cool breeze drifts past her face from the window, but it feels stagnant, stale, dusty. The room is stifling._

_Trixie tilts her head and looks up. The ceiling is black like the night sky. Daddy painted it that way, and he put little plastic stars that glow in the dark so she wouldn't be scared of the night. He even painted a moon. But tonight there's weird dark clouds near on the ceiling too, making it hard to see. It stings Trixie's eyes, so she looks away. She can see an orange light flickering under the door, casting an eerie glow against the mural on her wall. It's the forest next to the house where daddy first met mom, he said. He'd painted it when they first moved in. The light is growing brighter as time passes, but it's hard to tell. It is the only light Trixie can see._

"_Trixie!"_

_Something is wrong. It hurts to be here. Trixie's chest feels tighter every second, like she can't breathe, like there isn't any air for her to breathe at all. Trixie doesn't want to be here anymore. She's terrified, but there's nowhere to run. She tries to lift her foreleg and take a step towards the door, but she can't move. She's too afraid. She feels something brush her side, holding her back. The touch is paralyzing. It makes her scared, scared that something is terrible is going to happen._

_Trixie turns to see what it is. A pair of yellow eyes looks down at her. They are her dad's eyes, but they seem afraid. When they blink, Trixie's heart lurches in her chest because they look sad, like they do when daddy tells her he has to go away on a trip for a long time. Trixie begins to cry. That's not fair. Daddy can't leave when she's scared._

_It's getting so hard to breathe. Daddy's telling her to do something but Trixie doesn't understand. She just woke up and it's hard to do what daddy says when she's so scared. Someone outside the window is telling daddy that he has to hurry, that there's not much time left. Trixie can see the orange light is getting ever brighter._

_Daddy yells and tugs at her insistently before reaching down and picking her up. His eyes are filled with so much fear, so much pleading. He carries her to the window and lifts her out into the arms of a pegasus who is waiting there. She sees the orange light surge up behind her father as her bedroom door falls down, as part of her wall crumbles away and falls through the floor. The light is filling the hallway, those dark clouds that stopped her from seeing the stars billowing out into the room. The pegasus starts to fly up and away from the building with Trixie in his arms._

_Why is daddy staying behind? Why isn't he coming with her? Daddy's supposed to stay with her! Trixie opens her mouth. It's the voice of a child only a few years old that speaks._

"_Please don't leave me alone!"_

_Her father smiles. It's a sad smile._

_Trixie can't breathe at all anymore. She begins to panic as she watches the floor of their upper-story Manehattan apartment crumble away beneath her father as the fire consumes it. Trixie sees him lose his footing, slipping backwards and plummeting headfirst into a roaring orange abyss. The arms of the grey pegasus hold the filly tightly like chains as she struggles to escape from his grasp, to try and reach her father, but they are her only tether saving her from falling into the vanishing world below. She can only watch as the orange glow consumes him, the sparkling stars of his yellow eyes winking out as they are devoured by the hideous light._

_She has been torn away from her father. It feels like her heart has been torn out instead._

_Trixie screams, it hurts so much._

"NOOOOOO!"

"Trixie, wake up! It's just a bad dream!" Sweetie Belle yelled, fighting to keep her hooves on top of Trixie's chest despite her friend's desperate flailing.

Trixie's eyes shot open wide as she struggled against the filly's tiny hooves holding her down, the words reaching her from deep within her nightmare. Her pupils were contracted down to tiny points that stared unseeing through the pony on top of her.

"No, no, no no! Don't die, please don't die! I can't, I can't! Not again!'

"I'm not going to die, so please wake up! You're scaring me!" Sweetie yelled, desperately shaking the pony underneath her.

Trixie's struggling suddenly slowed and stopped. She turned her head, eyes focusing on Sweetie Belle past limp strands of her disheveled mane, her face a mixture of terrified uncertainty and despair. Slowly she lifted one trembling hoof up to Sweetie's small face, placing it on her pale white cheek. Sweetie held still, nodding her head at Trixie's touch and smiling reassuringly.

"It's me, Sweetie Belle."

"Please, no more... Can't take it. It hurts too much." Trixie whimpered, her face contorting in sorrow and tears leaking from the corners of her tired and pleading eyes. "Should have died too... I wish I had..."

Sweetie Belle's smile faded into a hurt frown. She lifted her hooves and brought them back down on Trixie's chest, hitting her friend weakly in protest. "No Trixie! Don't say that! I don't want you to die! I need you!"

"Can't save him. Can't ever save him." The blue mare slowly shook her head from side to side, letting her hoof slide off the filly's face. She sunk back down to the floor, her tortured eyes drifting away from Sweetie's and staring off into the distance.

"Who?" Sweetie Belle asked, hesitantly.

"Dad." the other unicorn whispered, her voice cracking. "I'm sorry... I'm just... not good enough." Trixie pulled her legs inward and buried her face behind her hooves, gradually curling into a feeble shell just like when Sweetie Belle first found her. She began to sob, each cry wretched and weak as she shivered in the cold night air.

"Y-your..." Sweetie Belle stammered. stepping back and falling on her rump. The filly frowned, rubbing her chin with one hoof thoughtfully as she pondered what to do.

_She had a nightmare about her dad and now she's crying. She's never talked about her dad... is he okay? Rarity wouldn't ever talk about mom and dad either but... she's always been like other pony's moms are, to me I hate having dreams about Rarity getting hurt. They always made me cry too..._

Sweetie trotted over to the crystal nightlight where it had been knocked away by Trixie's panicked struggling and carried it back over to the bed of pillows, dropping it on the floor again. With a grunt she jumped up onto the pile and began to dig with her small hooves, kicking pillows off as she gradually made an indent in the mass. Satisfied, she hopped back down to the floor and picked the small nightlight back up once again, walking back to where Trixie still lay curled on the floor. The small filly's chest swelled as she took a deep breath and let it back out again.

_I hope this helps..._

Sweetie extended her hoof once more and brushed it softly at the blue mare's exposed side. Across Trixie's chest and belly she could feel a scarred swath of skin that she hadn't been able to see before under the mare's thin blue coat. Trixie flinched inward at the touch, making Sweetie cringe in sympathy.

"Trixie..."

For a few moments the other unicorn lay still, but then slowly her forelegs parted, the glow of the nightlight revealing her face. She stared up at Sweetie Belle, her eyes no longer focused in panic but lonely and afraid all the same.

"Come sleep with me." Sweetie whispered, offering her hoof for Trixie to take.

Trixie look away, glancing about the floor uncertainly.

"Please... I don't like being alone."

Trixie chewed at her trembling lip for a few moments before looking back up at the small filly in front of her, nodding her head slowly. She reached out and took Sweetie Belle's hoof in one foreleg, rolling onto her stomach and shakily lifting herself from the ground on her three other hooves.

Sweetie Belle guided Trixie across the room, kicking the dimming nightlight across the floor ahead of her as she made her way to the bed of pillows. Once there, she tugged Trixie over to the front of the pile and gently pushed her down into it.

"Is everything okay? Are you comfortable?" Sweetie asked.

"Cold..." Trixie replied, shivering in the night air as she pulled her legs up off the floor and tucked them into the pile with her.

Sweetie Belle looked around for a moment, running back and retrieving the blanket that Trixie had wrapped herself in and dragging it over to her friend. She draped it over Trixie's shivering form and then started picking pillows up off the floor, placing them over the blanket until Trixie was lightly buried in the pile with only her head sticking out.

"Better?"

Trixie nodded, watching as Sweetie Belle jumped up onto the pile next to her and dug her face into it, her back legs kicking out awkwardly as she wiggled her way into the cushions.

Sweetie Belle snuggled underneath the blanket and pressed her warm body against Trixie's colder one. She felt the older mare startle and try to pull away. Quickly she reached out with her legs and clung to Trixie tightly, burying her face in the soft coat of Trixie's chest.

"Don't go. Stay with me."

A few seconds passed in silence, until Sweetie Belle felt Trixie's legs circle around her and rest against her back, holding the filly close to her. Sweetie lay still in the shared embrace, the minutes slowly passing.

"Trixie?" Sweetie Belle asked, hesitantly.

The unicorn looked down, her hooves brushing across Sweetie's back.

"Can... I sing that song to you?"

Trixie remained silent for a few moments before nodding her head in assent.

"...okay."

Sweetie Belle cleared her throat nervously just as Trixie had, and began to hum the notes of Trixie's lullaby. She wanted to sing her friend to sleep, but old habits kept the words inside. The song was muffled underneath the blanket, but Trixie could feel Sweetie's soft voice resonating in her chest.

The rise and fall of Trixie's chest began to gradually slow as Sweetie neared the end of the song, her long legs resting limply against the filly's back. Sweetie looked up through the cushions and saw that Trixie's tired eyes had closed, the mare fast asleep once more. Sweetie Belle scooted up through the pillows, careful not to wake the sleeping mare. She placed her lips against Trixie's forehead beside her horn and gave her a gentle kiss. Slipping back down under the blanket, she rested her head back against Trixie's chest, her own eyes drooping as she quietly sung the last words of the lullaby.

"_And when I'm singing to them, tonight_

_I shut my eyes."_

-To Be Continued-

You can find me and my other work at -

FiM Fiction,, FurAffinity, DeviantArt, GoogleDocs, and Tumblr.

I would like to thank BrokenHero, aka Mahogany, for all the help with this chapter. Without his assistance with editing and many suggestions this chapter would not be nearly so polished, nor would it have been completed nearly so quickly. Thank you.


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